▇▇▇▇▇ of Proxy Clause Samples

▇▇▇▇▇ of Proxy. Each Stockholder hereby irrevocably appoints each of the Chief Executive Officer, President and Chief Financial Officer of Parent, each with full power of substitution (each such individual and his substitutes being referred to herein as the "PROXY"), as attorneys and proxies to vote all Company Common Stock on all matters referred to in Section 2.01A as to which such Stockholder is entitled to vote at a meeting of the stockholders of the Company or to which he is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. Each Stockholder agrees to refrain from taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Each Stockholder agrees that this grant of proxy is irrevocable and coupled with an interest and agrees that a person designated as Proxy pursuant hereto may, at any time, name any other person as his substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters. Each Stockholder hereby revokes any proxy previously granted by him or her with respect to voting his or her shares of Company Common Stock. In discharging its powers under this Agreement, the Proxy may rely upon advice of counsel to Parent, and any vote made or action taken by the Proxy in reliance upon such advice of counsel shall be deemed to have been made in good faith by the Proxy. This grant of proxy shall terminate upon the termination of this Agreement pursuant to Article VIII hereof.

▇▇▇▇▇ of Proxy. Without waiving or limiting the rights of the Stockholders either in their individual capacities or in their capacities as stockholders of the Company, each Stockholder hereby irrevocably appoints each of the Chief Executive Officer, President and Chief Financial Officer of Parent, each with full power of substitution (each such individual and his substitutes being referred to herein as the "PROXY"), as attorneys and proxies to vote all Company Common Stock on all matters referred to in Section 2.01A as to which such Stockholder is entitled to vote at a meeting of the stockholders of the Company or to which he is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy's absolute, sole and binding discretion. Each Stockholder agrees to refrain from taking any action contrary to or in any manner inconsistent with the terms of this Agreement. Each Stockholder agrees that this grant of proxy is irrevocable and coupled with an interest and agrees that a person designated as Proxy pursuant hereto may, at any time, name any other person as his substituted Proxy to act pursuant hereto, either as to a specific matter or as to all matters. Each Stockholder hereby revokes any proxy previously granted by him or her with respect to voting his or her shares THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. of Company Common Stock. In discharging its powers under this Agreement, the Proxy may rely upon advice of counsel to Parent, and any vote made or action taken by the Proxy in reliance upon such advice of counsel shall be deemed to have been made in good faith by the Proxy. This grant of proxy shall terminate upon the termination of this Agreement pursuant to Article VIII hereof.

▇▇▇▇▇ of Proxy. Beginning on the Closing Date and ending on the date on which RGC no longer holds any Retained Series B Preferred Shares, Restricted Conversion Shares, Retained Conversion Shares, Warrant Shares or Warrants (the "PROXY PERIOD"), RGC hereby appoints Purchaser the true and lawful attorneys in fact and proxies of RGC to vote all shares of Common Stock held by RGC during the Proxy Period with the same force and effect as RGC would be entitled to vote if personally present at any meeting in which such shares may be voted (the "PROXY").

▇▇▇▇▇ of Proxy. Upon the failure of any Shareholder to vote such Shareholders’ Shares in accordance with the terms of this Section 2 following reasonable prior notice of such required vote, such Shareholder hereby grants to Investor (or at Investor’s option, an individual designated by the Board) a proxy coupled with an interest in all Shares owned by such Shareholder to vote all such Shares in the manner provided in this Section 2 with respect to the matter for which such Shareholder failed to vote. Such proxy shall be irrevocable for so long as Investor is entitled to designate individuals to serve on the Board pursuant to Section 2.2.

▇▇▇▇▇ of Proxy. In furtherance and not in limitation of the foregoing, each Stockholder hereby grants to, and appoints, the Parent and each of Messrs. Stefan Rover and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in their respective capacities as officers of the Parent, and any individual who shall hereafter succeed any such officer of the Parent, and any other designee of the Parent, each of them individually, its irrevocable proxy and attorney-in-fact (with full power of substitution and resubstitution) to vote the Shares as indicated in this Article I. Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy. Each Stockholder hereby revokes any and all previous proxies with respect to such Stockholder's Shares or any other voting securities of the Company that relate to the approval of the Merger Agreement.