Common use of Agreement to Vote Shares; Irrevocable Proxy Clause in Contracts

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote the Shares at Shares, and to cause any annual or special meeting holder of stockholders record of the Company, Shares to vote or execute a written consent or consents if the stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of the stockholders of the Company, and to cause any holder of record of Shares to voteParent: (i) in favor of (1) approval the issuance by Parent of the Merger Parent Common Stock Consideration to be issued in connection with the Closing of the Mergers and any other action required to consummate the Merger Agreement and Mergers that may be submitted to a vote of the transactions contemplated thereunderstockholders of Parent, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent, Merger Sub or Successor Sub under the Merger Agreement or of Stockholder under this Agreement and (2) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede or materially interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Mergers or the fulfillment of Parent’s, the Company’s, Merger Sub’s obligations or Successor Sub’s conditions under the Merger Agreement not being fulfilledor change in any manner the voting rights of any class of shares of Parent (including by way of any amendments to Parent’s Certificate of Incorporation or Bylaws). This Agreement is intended Each Stockholder shall retain at all times the right to bind Stockholder as a stockholder of the Company only with respect to the specific vote its Shares in its sole discretion and without any other limitation on those matters set forth herein. Except as other than those set forth in clauses (i) and (ii) that are at any time or from time to time presented for consideration to Parent’s stockholders generally. For the avoidance of this Section 3(a)doubt, Stockholder clauses (i) and (ii) shall not be restricted from voting in favor ofapply to votes, against if any, solely on the election or abstaining with respect to any other matter presented to the stockholders removal of the Companydirectors as recommended by Parent’s board of directors. (b) Each Stockholder hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares Shares, but only to the extent provided in accordance and with respect to the matters described in Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy proxy, is intended to be irrevocable during the term of this Agreement in accordance with the provisions of Section 212 of the Delaware General Corporation Law, and shall revoke any and all prior proxies granted by such Stockholder with respect to the SharesShares (but only with respect to the matters set forth in Section 3(a)); provided that such Stockholder may grant subsequent proxies with respect to any matter other than those specified in Section 3(a). The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically upon the termination of this Agreement. Parent acknowledges and Each Stockholder agrees that such Stockholder may vote will not, and will not permit any entity under such Stockholder’s control to, deposit any of the Shares on all other matters not referred to in Section 3(a)a voting trust, and the attorneys and grant any proxies named above may not exercise the proxy with respect to such mattersthe Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares, in each case, that would be inconsistent with Section 2 above, other than agreements entered into with the Company.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during hereby irrevocably and unconditionally agrees, from and after the term of this Agreement date hereof and until the Termination Date, to vote the Shares at any annual or special meeting of stockholders of the Company, (or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, ) and to cause any holder of record of Shares to vote: vote such Shares (or execute such written consents): (i) in favor of (1) approval the adoption of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof thereof; and (ii) against (1) any Acquisition Proposal and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth hereinAgreement. Except as set forth in clauses (i) and (ii) of this Section 3(a)3, Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent the Buyer and any designee of Parentthe Buyer, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger Series A Amendments and Series B Amendments and the Merger Agreement and the transactions contemplated thereunderTransaction, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against any action, proposal, transaction or agreement which that could reasonably be expected to result in a breach of any covenantimpede, representation interfere with, delay, discourage, adversely affect or warranty or any other obligation or agreement inhibit the timely consummation of the Company under Series A Amendments and Series B Amendments and the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) Transaction; and (iiiii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to of any other matter presented to necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the CompanyCompany at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing. (b) Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the Shares. Stockholder hereby appoints Parent and any designee of ParentCompany and/or its designee, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) With respect to its Shares, Stockholder hereby agrees that, during the term of this Agreement, Stockholder shall not take, nor shall cause any other Person to take, or propose to take, any action that is inconsistent with, or contrary to the terms, of the Series A Amendments and Series B Amendments (as if each had been adopted and in effect), or which is otherwise inconsistent with the Series A Amendments and Series B Amendments or the Transaction, and shall (in its capacity as a holder of Company Preferred Stock) approve any action approved by the Board of Directors of the Company which Stockholder is currently entitled to vote on but which Stockholder would not be entitled to vote on upon adoption of the Series A Amendments and Series B Amendments. Parent acknowledges Without limiting the foregoing, for the avoidance of doubt, without the prior written consent of the Required Holders (as defined in the Certificate of Designation of Rights and agrees that Preferences of the Series C-1 Preferred Stock and Series C-2 Preferred Stock of the Company (the “Series C Designation”)) (i) Stockholder may vote shall not cause or permit any of its Shares to be redeemed at anytime while the Series C Stock is outstanding, (ii) Stockholder shall not cause or permit any payment of dividends or other distributions or payments on any of its Shares on all in cash or shares of the Common Stock, or other matters not referred to securities or property, except as permitted in Section 3(athe Series A Amendments and Series B Amendments (as if each had been adopted and in effect), and in the attorneys and proxies named above may not exercise Company’s certificate of incorporation, as amended from time to time following the proxy date of the Initial Closing (the “COI”), including the Series C Certificate of Designation, (iii) no Shares will be entitled to any adjustments for the conversion rate under Section 6 of the Series A Certificate of Designations with respect to the Transaction, including with respect to the issuance of the Series C Stock, the issuance of any of the Company’s Common Stock upon the conversion of such matterspreferred stock or accrued dividends thereon, and for the payment of dividends or other distributions or payments in respect of the Series C Stock, or for the issuance of Warrants under the Purchase Agreement, or Common Stock upon the exercise thereof, or for the issuances by the Company of securities at an effective per share price of Common Stock less than the highest effective per share price paid by Purchaser for any Series C Stock, and (iv) Stockholder, as a holder of Shares shall, with respect to its Shares, approve any issuance of senior or pari passu preferred stock and any Major Transaction or other Change of Entity Transaction (as such terms are defined in the Series B Designations) approved by the Board of Directors of the Company.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyStockholder’s Shares, and to use its reasonable best efforts to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement and (3) any action, proposal, transaction or which agreement that would reasonably be expected to result in any impede, interfere with, delay, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of the Parent Parties’, the Company’s obligations or Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended (but only to bind Stockholder as a stockholder the extent the Parent Parties have publicly stated their opposition to such action, proposal, transaction or agreement) or change in any manner the voting rights of any class of shares of the Company only with respect (including through any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Charter or Company Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a), if such Stockholder fails to itself so vote (or cause to be voted) such Stockholder’s Shares. This proxy and power of attorney is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to the such Stockholder’s Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall automatically (and without any further action) terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger Series A Amendments and Series B Amendments and the Merger Agreement and the transactions contemplated thereunderTransaction, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against any action, proposal, transaction or agreement which that could reasonably be expected to result in a breach of any covenantimpede, representation interfere with, delay, discourage, adversely affect or warranty or any other obligation or agreement inhibit the timely consummation of the Company under Series A Amendments and Series B Amendments and the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) Transaction; and (iiiii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to of any other matter presented to necessary for the adoption of the Series A Amendments and Series B Amendments and consummation of the transactions contemplated by the Purchase Agreement (and each other document delivered thereunder), which is considered at every meeting (or in connection with any action by written consent) of the stockholders of the CompanyCompany at which such matters are considered and at every adjournment or postponement thereof, and in connection therewith to execute any documents reasonably requested by the Company or Purchaser that are necessary or appropriate in order to effectuate the foregoing. (b) Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Stockholder has heretofore granted with respect to the Shares. Stockholder hereby appoints Parent and any designee of ParentCompany and/or its designee, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) With respect to its Shares, Stockholder hereby agrees that, during the term of this Agreement, Stockholder shall not take, nor shall cause any other Person to take, or propose to take, any action that is inconsistent with, or contrary to the terms, of the Series A Amendments and Series B Amendments (as if each had been adopted and in effect), or which is otherwise inconsistent with the Series A Amendments and Series B Amendments or the Transaction, and shall (in its capacity as a holder of Company Preferred Stock) approve any action approved by the Board of Directors of the Company which Stockholder is currently entitled to vote on but which Stockholder would not be entitled to vote on upon adoption of the Series A Amendments and Series B Amendments. Parent acknowledges Without limiting the foregoing, for the avoidance of doubt, without the prior written consent of the Required Holders (as defined in the Certificate of Designation of Rights and agrees that Preferences of the Series C-1 Preferred Stock and Series C-2 Preferred Stock of the Company (the “Series C Designation”)) (i) Stockholder may vote shall not cause or permit any of its Shares to be redeemed at anytime while the Series C Stock is outstanding, (ii) Stockholder shall not cause or permit any payment of dividends or other distributions or payments on any of its Shares on all in cash or shares of the Common Stock, or other matters not referred to securities or property, except as permitted in Section 3(athe Series A Amendments and Series B Amendments (as if each had been adopted and in effect), and in the attorneys and proxies named above may not exercise Company’s certificate of incorporation, as amended from time to time following the proxy date of the Initial Closing (the “COI”), including the Series C Certificate of Designation, (iii) no Shares will be entitled to any adjustments for the conversion rate under Section 10(a) of the Series B Certificate of Designations with respect to the issuance of the Series C Stock, the issuance of any of the Company’s Common Stock upon the conversion of such matterspreferred stock or accrued dividends thereon, and for the payment of dividends or other distributions or payments in respect of the Series C Stock, or for the issuance of Warrants under the Purchase Agreement, or Common Stock upon the exercise thereof, or for the issuances by the Company of securities at an effective per share price of Common Stock less than the highest effective per share price paid by Purchaser for any Series C Stock, (iv) Stockholder, as a holder of Shares shall, with respect to its Shares, approve any issuance of senior or pari passu preferred stock and any Major Transaction or other Change of Entity Transaction (as such terms are defined in the Series B Designations) approved by the Board of Directors of the Company, and (v) Stockholder, as a holder of Shares, hereby irrevocably waives any rights it may have under Section 8 of the Series B Certificate of Designations.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (aI) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual to vote or special meeting of stockholders of the Company, or to execute a written consent or consents with respect to the Shares if stockholders of the Company Liquidia are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteLiquidia: (i) in favor of (1) the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, other Ancillary Agreements (as defined in the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders of the Company Liquidia at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Liquidia under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCo’s, Liquidia’s or Liquidia Merger Sub’s conditions to the Company’s obligations under the Merger Agreement not being fulfilledor change in any manner the voting rights of any class of shares of capital stock of Liquidia (including any amendments to Liquidia’s or HoldCo’s organizational documents). This Agreement is intended to bind In the event Stockholder executes a written consent conveying the Shares as a stockholder contemplated above and voting in favor of the Company only with respect to adoption and approval of the specific matters set forth herein. Except as set forth in clauses Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) of this Section 3(a)covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, Stockholder shall not be restricted from voting in favor of, against or abstaining “Takeover Proposal” means with respect to Liquidia or Holdco, an inquiry, proposal, or offer from, or indication of interest in making a proposal or offer by, any person or group relating to any transaction or series of related transactions (other matter presented than the transactions contemplated by the Merger Agreement), involving any: (a) direct or indirect acquisition of assets of such party hereto or its subsidiaries (including any voting equity interests of subsidiaries, but excluding sales of assets in the ordinary course of business) equal to the stockholders 15% or more of the Company. fair market value of such party and its subsidiaries’ consolidated assets or to which 15% or more of such party’s and its subsidiaries’ net revenues or net income on a consolidated basis are attributable; (b) Stockholder hereby appoints Parent direct or indirect acquisition of 15% or more of the voting equity interests of such party hereto or any of its subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income, or assets of such party and its subsidiaries, taken as a whole; (c) tender offer or exchange offer that if consummated would result in any designee person or group (as defined in Section 13(d) of Parent, and each the Exchange Act) beneficially owning (within the meaning of them individually, its proxies and attorneys-in-fact, with full Section 13(d) of the Exchange Act) 15% or more of the voting power of substitution and resubstitutionsuch party hereto; (d) merger, consolidation, other business combination, or similar transaction involving such party hereto or any of its subsidiaries, pursuant to vote which such person or act by written consent during the term of this Agreement with respect to the Shares group (as defined in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance 13(d) of the duties Exchange Act) would own 15% or more of Stockholder under this Agreement. Stockholder shall take the consolidated net revenues, net income, or assets of such further action party and its subsidiaries, taken as a whole; (e) liquidation, dissolution (or execute such other instruments as may be necessary to effectuate the intent adoption of this proxy. This proxy and power a plan of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution liquidation or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(adissolution), or recapitalization or other significant corporate reorganization of such party hereto or one or more of its subsidiaries which, individually or in the aggregate, generate or constitute 15% or more of the consolidated net revenues, net income, or assets of such party and its subsidiaries, taken as a whole; or (f) any combination of the attorneys and proxies named above may not exercise the proxy with respect to such mattersforegoing.

Agreement to Vote Shares; Irrevocable Proxy. (a) Company Stockholder agrees during the term of this Agreement to be present and counted and to vote or cause to be voted the Company Voting Shares that he, she or it Beneficially Owns at any annual or special meeting of stockholders of the CompanyCompany or any adjournment thereof, or and to execute a written consent or consents of stockholders of the Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteconsent: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against any Acquisition Proposal or action, proposal, transaction or agreement which could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Agreement; and (iii) against any action, proposal, transaction or of Stockholder under this Agreement or which agreement that would reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s obligations under certificate of incorporation or bylaws other than in connection with the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aMerger), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Company Stockholder hereby appoints Parent Parent, Axxxxxxx Xxxxxxxxxxx and Dxxxxxx Crate and any designee of ParentAxxxxxxx Xxxxxxxxxxx and Dxxxxxx Crate, and each of them individually, as his, her or its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Company Stockholder under this Agreement. Company Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Company Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and, solely with respect to the transactions described within this Agreement and not regarding voting provisions related to the Company’s Board of Directors and votes to increase the authorized amount of Company Class A Common Stock (the “Existing Voting Provisions”), shall revoke any and all prior proxies granted by each Company Stockholder with respect to the his, her or its Voting Shares. The power of attorney granted by Company Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementCompany Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder a. Each Voting Party agrees during the term of this Agreement to vote or cause to be voted the Company Voting Shares at any annual that he, she or special meeting it Beneficially Owns, and to execute a written consent of stockholders of the Company, or execute a written consent or consents Company if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteconsent: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (iii) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of Stockholder under any class of shares of the Company (including any amendments to the Company’s certificate of incorporation or bylaws other than in connection with the Merger). b. Each Voting Party agrees during the term of this Agreement to vote or cause to be voted the Seller Voting Shares he, she or it Beneficially Owns, and to execute a written consent or consents if stockholders of Seller are requested to vote their shares through the execution of an action by written consent: (i) in favor of the Merger and the Merger Agreement, at every meeting (or in connection with any request for action by written consent) of the stockholders of Seller at which would such matters are considered and at every adjournment or postponement thereof; and (ii) against (A) any proposal or offer from any Person (other than the Company or any of its Affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any Seller Entity, (2) the issuance or acquisition of shares of capital stock or other equity securities of any Seller Entity, or (3) the sale, lease, exchange or other disposition of any significant portion of any Seller Entity’s properties or assets; (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of any Seller Entity under the Merger Agreement; and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of any Seller Entity’s conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of the Company only with respect any class of shares of Seller (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aSeller Charter Documents), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b1) Each FTS Stockholder hereby appoints Parent Xxxxx X. XxXxxxx, III and any designee of ParentXxxxx X. XxXxxxx, III, and each of them individually, and (2) each Company Stockholder hereby appoints Xxxx Xxxxxxxx and any designee of Xxxx Xxxxxxxx, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares in accordance with Section Sections 3(a) and 3(b). This proxy and power of attorney is given to secure the performance of the duties of Stockholder Voting Party under this Agreement. Stockholder Each Voting Party shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder Voting Party shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder Voting Party with respect to the Voting Shares. The power of attorney granted by Stockholder Voting Party herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementVoting Party. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.‌

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special At every meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, each Stockholder (in such Stockholder’s capacity as such), to the extent not so voted by the Person(s) appointed under a Proxy and in the case of Significant Stockholder, subject to the Requisite Significant Stockholder Stockholder Approval, shall, or shall cause any the holder of record on any applicable record date to, (i) in the case of a meeting, appear at such meeting or otherwise cause the Shares to vote: be counted as present for purposes of calculating a quorum and (iii) vote all Shares as to which such Stockholder has sole or shared voting power and is entitled to vote or act by written consent: (x) in favor of (1A) the approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action other matter that must be approved by written consent) of the stockholders of the Company at which such matters are considered in order for the transactions contemplated by the Merger Agreement to be consummated and at every lawful adjournment (B) any adjournment, recess, delay or postponement thereof recommended by the Company (and not publicly opposed by Parent) with respect to any stockholder meeting with respect to the Merger Agreement and the Merger; and (2y) approval against any of the following actions and matters (other than those in furtherance of the Merger and the Merger Agreement): (A) any Alternative Proposal with respect to the Company, (B) any adjournment, recess, delay or postponement of any proposal stockholder meeting with respect to adjourn the Merger Agreement and the Merger publicly opposed by Parent, or postpone (C) any other action or matter that (1) would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or adversely affect the meeting to a later date during timely consummation of the term of this Agreement, if there are not sufficient votes for the approval of Merger or any other transactions contemplated by the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii2) against any action, proposal, transaction or agreement which could would reasonably be expected to result in a material breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement Agreement. Each Stockholder shall retain at all times the right to vote his, her or of Stockholder under this Agreement its Shares in his, her or which would reasonably be expected to result in its sole discretion and without any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific other limitation on those matters set forth herein. Except as other than those set forth in clauses (ix) and (iiy) above that are at any time or from time to time presented for consideration to the Company’s stockholders. For the avoidance of doubt, clauses (x) and (y) of this Section 3(a), Stockholder Section2(a)(ii) shall not be restricted from voting apply to votes, if any, solely on the election or removal of directors as recommended by the Company Board (provided such recommendation is not in favor of, against or abstaining with respect to any other matter presented to the stockholders violation of the Companyterms of the Merger Agreement). (b) Stockholder hereby appoints Parent In furtherance of the agreements herein and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, concurrently with full power of substitution and resubstitution, to vote or act by written consent during the term execution of this Agreement (or, in the case of Significant Stockholder, within five Business Days after the receipt of the Requisite Significant Stockholder Stockholder Approval), each Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (each such proxy, a “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares in accordance with Section 3(a). This proxy and power all of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Stockholder’s Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders Shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders Shareholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders shareholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Competing Transaction, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder Shareholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent's, the Company’s obligations 's or Merger Sub's conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) Articles of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against Incorporation of the Company or abstaining with respect to any other matter presented to the stockholders bylaws of the Company). (b) Stockholder Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder Shareholder under this Agreement. Stockholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder Shareholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder Shareholder with respect to the Shares. The power of attorney granted by Stockholder Shareholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementShareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) The Stockholder hereby appoints Parent Rxxxxx X’Xxxxx and any designee of ParentRxxxxx X’Xxxxx appointed with the consent of the Board of Directors of the Company (collectively, Rxxxxx X’Xxxxx and each of them individually, such designees are hereinafter referred to collectively as the “Proxy Holder”) its proxies proxy and attorneysattorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the shares constituting the Consideration Shares in accordance with Section 3(a(including, without limitation, the Initial Escrow Shares and the Additional Escrow Shares) and the True Up Shares, whether now or hereafter acquired by the Stockholder (the “Shares”). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyproxy and power of attorney. This The proxy and power of attorney granted hereunder by the Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholder with respect to the Sharesmatters contemplated hereunder. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges All parties hereto acknowledge and agrees agree that Stockholder may vote the Shares on all other matters not referred to in Section 3(a)Proxy Holder shall, and the attorneys and proxies named above may Stockholder hereby irrevocably consents to, vote all Shares in favor of matters recommended or approved by the Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which stockholder approval is sought or required. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not exercise the proxy apply with respect to such mattersany Shares that have been validly Transferred (as hereinafter defined) in compliance with Section 4(b) or 4(c) hereof by the Stockholder (or its permitted transferees or successors in interest) to a Person that is not an Affiliate (as defined in Section 10(e) hereof) of the Stockholder.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to, and to cause any holder of record of the Shares to, vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal and (2) any action, proposal, transaction or agreement which could that would reasonably be expected to result in a breach of any covenantimpede, representation interfere with, delay, or warranty or any other obligation or agreement adversely affect the consummation of the Company Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result change in any manner the voting rights of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Charter or Company Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints during the term of this Agreement Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a4(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that . (c) Stockholder may shall retain, at all times, the right to vote the Shares in its sole discretion and without any other limitation on all those matters, other matters not referred than those set forth in this Section 4, that are at any time or from time to in Section 3(a)time presented for consideration to the stockholders of the Company, and the attorneys and proxies named above may not exercise the proxy with respect to such mattersgenerally.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder MxXxxxx agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyShares, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, vote at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof thereof, or to execute a written consent or consents in lieu of any such meeting of stockholders of the Company: (i) in favor of the issuance and sale of the Series D as contemplated in the Series D Purchase Agreement, and (2ii) approval in favor of the issuance and sale of the Series E as contemplated in the Series E Purchase Agreement, including in each case any proposal to adjourn votes required under NASDAQ rules, Nevada Revised Statutes, or postpone the meeting to a later date Company’s Articles of Incorporation or Amended and Restated Bylaws, as amended. (b) MxXxxxx agrees during the term of this AgreementAgreement to vote the Shares, if there are not sufficient votes for the approval and to cause any holder of record of Shares to vote at every meeting of the Merger Agreement or stockholders of the transactions contemplated thereunder on the date on Company at which such matters are considered and at every adjournment or postponement thereof, or to execute a written consent or consents in lieu of any such meeting is held; of stockholders of the Company: (iii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement Purchase Agreements or of Stockholder MxXxxxx under this Agreement and (ii) against any action, proposal, transaction or which would agreement that could, in any material respect, reasonably be expected to result in any impede, interfere with, delay, adversely affect or inhibit the timely consummation of the conditions to issuance and sale of the Series D or Series E or the fulfillment of C Media’s or the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder Purchase Agreements, or change in any manner the voting rights of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) any class of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders shares of the Company. (bc) Stockholder Until the earlier of (i) the closing of the Series E Purchase Agreement, or (ii) October 31, 2013, MxXxxxx agrees to vote 2,285,714 of his shares of Common Stock (the “Interim Shares”) as directed by C Media. (d) MxXxxxx hereby appoints Parent Xuesong Song and any designee of ParentC Media, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Sections 3(a) and 3(b) and the Interim Shares pursuant to Section 3(a3(c). This proxy and power of attorney is given to secure the performance of the duties of Stockholder MxXxxxx under this Agreement. Stockholder MxXxxxx shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder MxXxxxx shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder MxXxxxx with respect to the Shares. The power of attorney granted by Stockholder MxXxxxx herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementMxXxxxx. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Stockholder Shares at and any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent New Shares (as defined in lieu of any such annual or special meeting of stockholders of the CompanySection 8 hereof), and to cause any holder of record of such Shares to vote: , (i) in favor of (1A) adoption and approval of the Merger and the Merger Agreement and the transactions contemplated thereunderMerger and (B) any other matters directly related thereto, including, but not limited to, the Share Issuance (as that term is defined in the Merger Agreement), in either case at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which any such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreementthereof, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any actionamendment of Parent’s Certificate of Incorporation or Parent’s Bylaws that would prevent, proposalimpede or interfere with the Merger or inhibit the timely consummation of the Merger, transaction and (iii) except for the Merger and the Merger Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or agreement which could reasonably be expected to result in a breach sale or transfer of any covenant, representation material assets of Parent or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Companyits subsidiaries. (b) Stockholder hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Stockholder Shares and any New Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyproxy and power of attorney. This The proxy and power of attorney granted hereunder by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Sharesmatters contemplated by Section 3(a). The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote its Shares, and to cause any holder of record of its Shares to vote the Shares at any annual or special meeting of stockholders of the CompanyShares, or to execute a written consent or consents with respect to the Shares if stockholders of the Company W. P. Xxxxx or NewCo REIT are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special a meeting of stockholders of the Company, and to cause any holder of record of Shares to votestockholders: (i) in favor of (1A) the adoption of the Conversion Agreement and approval of the Merger W. P. Xxxxx Conversion, and each of the actions contemplated by the Conversion Agreement and (B) the adoption of the Merger Agreement and approval of the transactions Merger, and each of the actions contemplated thereunderby the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company W. P. Xxxxx or NewCo REIT, as applicable, at which such matters are considered and at every lawful adjournment or postponement thereof thereof; and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against (A) any W. P. Xxxxx Competing Transaction, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company W. P. Xxxxx or NewCo REIT under the Conversion Agreement or the Merger Agreement Agreement, as applicable, or of Stockholder under this Agreement and (C) any action, proposal, transaction or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Transactions or the fulfillment of X. X. Xxxxx’x, NewCo REIT’s or Merger Sub’s conditions under the Conversion Agreement or the Merger Agreement, as applicable, or change in any manner the voting rights of the conditions any class of shares of W. P. Xxxxx or NewCo REIT (in each case, including any amendments to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aW. P. Xxxxx LLC Agreement, W. P. Xxxxx Bylaws, NewCo REIT Charter or NewCo REIT Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent W. P. Xxxxx and any designee of ParentW. P. Xxxxx, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the its Shares in accordance with Section 3(a)4(a) in the event that either (i) such Stockholder breaches any of its obligations under this Agreement, or (ii) such Stockholder fails to vote or act by written consent with respect to its Shares in accordance with Section 4(a) prior to or at the meeting of the stockholders of W. P. Xxxxx or NewCo REIT, as applicable, at which the matters described in Section 4(a) are considered or the last date by which written consents with respect to such matters are required to be delivered in order to be effective. This proxy and power of attorney is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by any Stockholder with respect to the its Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special At every meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, each Stockholder (in such Stockholder’s capacity as such), to the extent not so voted by the Person(s) appointed under a Proxy and in the case of Significant Stockholder, subject to the Requisite Significant Stockholder Stockholder Approval, shall, or shall cause any the holder of record on any applicable record date to, (i) in the case of a meeting, appear at such meeting or otherwise cause the Shares to vote: be counted as present for purposes of calculating a quorum and (iii) vote all Shares as to which such Stockholder has sole or shared voting power and is entitled to vote or act by written consent: (x) in favor of (1A) the approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action other matter that must be approved by written consent) of the stockholders of the Company at which such matters are considered in order for the transactions contemplated by the Merger Agreement to be consummated and at every lawful adjournment (B) any adjournment, recess, delay or postponement thereof recommended by the Company (and not publicly opposed by Parent) with respect to any stockholder meeting with respect to the Merger Agreement and the Merger; and (2y) approval against any of the following actions and matters (other than those in furtherance of the Merger and the Merger Agreement): (A) any Alternative Proposal with respect to the Company, (B) any adjournment, recess, delay or postponement of any proposal stockholder meeting with respect to adjourn the Merger Agreement and the Merger publicly opposed by Parent, or postpone (C) any other action or matter that (1) would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or adversely affect the meeting to a later date during timely consummation of the term of this Agreement, if there are not sufficient votes for the approval of Merger or any other transactions contemplated by the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii2) against any action, proposal, transaction or agreement which could would reasonably be expected to result in a material breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement Agreement. Each Stockholder shall retain at all times the right to vote his, her or of Stockholder under this Agreement its Shares in his, her or which would reasonably be expected to result in its sole discretion and without any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific other limitation on those matters set forth herein. Except as other than those set forth in clauses (ix) and (iiy) above that are at any time or from time to time presented for consideration to the Company’s stockholders. For the avoidance of doubt, clauses (x) and (y) of this Section 3(a), Stockholder 2(a)(ii) shall not be restricted from voting apply to votes, if any, solely on the election or removal of directors as recommended by the Company Board (provided such recommendation is not in favor of, against or abstaining with respect to any other matter presented to the stockholders violation of the Companyterms of the Merger Agreement). (b) Stockholder hereby appoints Parent In furtherance of the agreements herein and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, concurrently with full power of substitution and resubstitution, to vote or act by written consent during the term execution of this Agreement (or, in the case of Significant Stockholder, within five Business Days after the receipt of the Requisite Significant Stockholder Stockholder Approval), each Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (each such proxy, a “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to the Shares in accordance with Section 3(a). This proxy and power all of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Stockholder’s Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special At every meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, each Stockholder (in such Stockholder’s capacity as such), to the extent not so voted by the Person(s) appointed under a Proxy shall, or shall cause any the holder of record of on any applicable record date to, vote all Shares as to vote: which such Stockholder has sole or shared voting power and is entitled to vote or act by written consent: (i) in favor of (1A) the approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action other matter that must be approved by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes in order for the approval of transactions contemplated by the Merger Agreement to be consummated and (B) any adjournment, recess, delay or postponement recommended by the transactions contemplated thereunder on Company (and not publicly opposed by Parent) with respect to any stockholder meeting with respect to the date on which such meeting is heldMerger Agreement and the Merger; and (ii) against any actionof the following actions and matters (other than those in furtherance of the Merger and the Merger Agreement): (A) any merger, proposalconsolidation, transaction business combination, material sale of assets, reorganization or agreement which could recapitalization of or involving the Company or any of its Subsidiaries, (B) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (C) any extraordinary dividend, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (D) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (E) any Acquisition Proposal with respect to the Company, or (F) any other action or matter that (1) would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or adversely affect the timely consummation of the Merger or any other transactions contemplated by the Merger Agreement or (2) would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement Agreement. The Stockholder shall retain at all times the right to vote its Shares in its sole discretion and without any other limitation on those matters other than those set forth in clauses (i) and (ii) that are at any time or of Stockholder under this Agreement or which would reasonably be expected from time to result in any of the conditions time presented for consideration to the Company’s obligations under stockholders. For the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder avoidance of the Company only with respect to the specific matters set forth herein. Except as set forth in doubt, clauses (i) and (ii) of this Section 3(a), Stockholder ) shall not be restricted from voting apply to votes, if any, solely on the election or removal of directors as recommended by the Company’s Board of Directors (provided such recommendation is not in favor of, against or abstaining with respect to any other matter presented to the stockholders violation of the Companyterms of the Merger Agreement). (b) In furtherance of the agreements herein and concurrently with the execution of this Agreement, each Stockholder shall deliver to Parent a proxy in the form attached hereto as Exhibit A (each such proxy, a “Proxy”), which shall be irrevocable to the fullest extent permissible by law, with respect to all of such Stockholder’s Shares. (c) Each Stockholder has taken all action necessary to revoke any previously granted proxies in respect of its Shares and no subsequent proxies will be given. (d) Each Stockholder hereby appoints Parent acknowledges that the Proxy is given in connection with, and any designee in consideration of, the execution of the Merger Agreement by Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This that such irrevocable proxy and power of attorney is given to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder shall take such hereby further action or execute such other instruments as may be necessary to effectuate acknowledges that the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be Proxy is coupled with an interest sufficient in law to support an irrevocable proxy power and may under no circumstances be revoked. Such Proxy shall revoke any be executed by each Stockholder on the date hereof and all prior proxies granted by Stockholder is intended to be irrevocable in accordance with respect to the Shares. The power provisions of attorney granted by Stockholder herein is a durable power Section 212 of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive DGCL until the termination of this Agreement. The proxy Agreement in accordance with its terms. (e) Subject to Section 11 below, each Stockholder hereby agrees that it shall not, and power shall cause each of attorney granted hereunder shall terminate upon its controlled Affiliates not to, become a member of a “group” (as that term is used in Section 13(d) of the termination Exchange Act) (other than the group that it is currently a part of and that has been disclosed in a filing on Schedule 13D prior to the date hereof (other than as a result of entering into this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy ) with respect to such mattersany Shares or any other securities of the Company for the purpose of opposing or competing with the Merger Agreement, the Merger or any other transactions contemplated by the Merger Agreement. (f) The Stockholder shall not enter into any agreement with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 3.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special At every meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, each Stockholder (in such Stockholder’s capacity as such), to the extent not so voted by the Person(s) appointed under a Proxy, shall, or shall cause any the holder of record on any applicable record date to, (i) in the case of a meeting, appear at such meeting or otherwise cause the Shares to vote: be counted as present for purposes of calculating a quorum and (iii) vote all Shares as to which such Stockholder has sole or shared voting power and is entitled to vote or act by written consent: (x) in favor of (1A) the approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action other matter that must be approved by written consent) of the stockholders of the Company at which such matters are considered in order for the transactions contemplated by the Merger Agreement to be consummated and at every lawful adjournment (B) any adjournment, recess, delay or postponement thereof recommended by the Company (and not publicly opposed by Parent) with respect to any stockholder meeting with respect to the Merger Agreement and the Merger; and (2y) approval against any of the following actions and matters (other than those in furtherance of the Merger and the Merger Agreement): (A) any Alternative Proposal with respect to the Company, (B) any adjournment, recess, delay or postponement of any proposal stockholder meeting with respect to adjourn the Merger Agreement and the Merger publicly opposed by Parent, or postpone (C) any other action or matter that (1) would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or adversely affect the meeting to a later date during timely consummation of the term of this Agreement, if there are not sufficient votes for the approval of Merger or any other transactions contemplated by the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii2) against any action, proposal, transaction or agreement which could would reasonably be expected to result in a material breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement Agreement. Each Stockholder shall retain at all times the right to vote his, her or of Stockholder under this Agreement its Shares in his, her or which would reasonably be expected to result in its sole discretion and without any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific other limitation on those matters set forth herein. Except as other than those set forth in clauses (ix) and (iiy) above that are at any time or from time to time presented for consideration to the Company’s stockholders. For the avoidance of doubt, clauses (x) and (y) of this Section 3(a), Stockholder 2(a)(ii) shall not be restricted from voting apply to votes, if any, solely on the election or removal of directors as recommended by the Company Board (provided such recommendation is not in favor of, against or abstaining with respect to any other matter presented to the stockholders violation of the Companyterms of the Merger Agreement). (b) In furtherance of the agreements herein and concurrently with the execution of the Original Support Agreement, each Stockholder hereby appoints has delivered (or, in the case of Significant Stockholder, within five Business Days after the receipt of the Requisite Significant Stockholder Stockholder Approval, shall deliver) to Parent and any designee of Parenta proxy in the form attached hereto as Exhibit A (each such proxy, and each of them individuallya “Proxy”), its proxies and attorneys-in-factwhich shall be irrevocable to the fullest extent permissible by law, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power all of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Stockholder’s Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or and to execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent's, the Company’s obligations 's or Merger Sub's conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Articles or Company Regulations), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees Each Shareholder agrees, during the term period from the date hereof through the earliest to occur of the events specified in Section 12 of this Agreement (the “Voting Period”), to vote the cause to be present, and vote, its Shares at any annual or special duly called meeting of stockholders shareholders of the Company, Company (and any adjournment or postponement thereof)and to execute a written consent or consents if stockholders shareholders of the Company are requested to vote their shares Common Shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders shareholders of the Company, and to cause any holder of record of Shares to vote: : (i) in favor of (1) approval of any proposal to approve the Merger and the Merger Agreement; provided that the parties to the Merger Agreement and shall not have agreed to an Excluded Amendment (as defined below); (ii) at the transactions contemplated thereunderrequest of Parent, at every meeting in favor of adoption of any proposal (or other than as set forth in connection with any action by written consentclause (i) above) in respect of which the stockholders Special Committee has (A) determined is reasonably necessary to facilitate the acquisition of the Company at which such matters are considered and at every lawful adjournment by Parent in accordance with the terms of the Merger Agreement, (B) disclosed the determination described in clause (A) in the Company’s proxy materials or postponement thereof other written materials disseminated to the shareholders of the Company and (2C) approval recommended to be adopted by all of the shareholders of the Company; provided, however, that the foregoing shall not require such Shareholder to vote in favor of any proposal waiver, modification or amendment to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval terms of the Merger Agreement or that would (x) reduce the transactions contemplated thereunder Merger Consideration payable pursuant to the Merger Agreement as in effect on the date hereof, (y) reduce the amount of the Special Dividend or (z) impose any materially adverse obligation on which such meeting is heldShareholder (any such waiver, modification or amendment, an “Excluded Amendment”); and (iiiii) against (A) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of such Shareholder under this Agreement and (B) any action, proposal, transaction or agreement which could reasonably be expected to materially impede, interfere with, delay, discourage, adversely affect or inhibit the Company timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result change in any manner the voting rights of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) Articles of this Section 3(aIncorporation or Code of Regulations), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder Each Shareholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote such Shareholder’s Shares at any duly called meeting of shareholders of the Company (and any adjournment or postponement thereof) and act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a)Voting Period. This proxy and power of attorney is given by such Shareholder in connection with, and in consideration of, the execution of the Merger Agreement by Parent and to secure the performance of the duties of Stockholder such Shareholder under this Agreement. Stockholder Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder each Shareholder shall be irrevocable during the term of this AgreementVoting Period, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder a Shareholder with respect to any of the Shares. The power of attorney granted by Stockholder each Shareholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementa Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementAgreement pursuant to Section 12 hereof. Parent acknowledges The Company agrees to recognize the proxy and power of attorney granted hereunder at any meeting of the shareholders of the Company during the Voting Period and agrees that Stockholder may vote such Shareholder will not take any action or fail to take any action with the Shares on all other matters not referred purpose of causing Parent to in Section 3(a), fail to recognize such proxy and the attorneys and proxies named above may not exercise the proxy with respect to such matterspower of attorney.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Subject to obtaining any consent required under the Pledge Agreement, Parent agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) Stockholders Meeting in favor of (1) approval of the Merger Mergers and the Merger Agreement and any other transactions or matters contemplated by the transactions contemplated thereunderMerger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting Company Stockholders Meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of to adopt the Merger Agreement or the transactions contemplated thereunder on the date on which if there are not sufficient shares present in person or by proxy at such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in constitute a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Companyquorum. (b) Stockholder Subject to obtaining any required consent pursuant to the Pledge Agreement, Parent hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the obligations and duties of Stockholder Parent under this Agreement. Stockholder Parent shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this Agreement, including without limitation this proxy. This proxy and power of attorney granted by Stockholder shall be Parent are irrevocable during the term of this Agreement, shall be and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder Parent with respect to the Shares. The power of attorney granted by Stockholder Parent herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this AgreementParent. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder The Company may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the terminate this proxy with respect to such mattersParent at any time at its sole election by written notice provided to Parent. The Parties acknowledge and agree that neither the Company, nor any of its Affiliates or any designees of the Company, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Parent or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to Parent by this Section 3(b).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders holders of the Company Securities are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders holders of the Company, and to cause any holder of record of Shares to voteCompany Securities: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders holders of the Company Securities at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (A) any Takeover Proposal of any Person other than Parent and its Affiliates, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (C) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent’s, the Company’s obligations or Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to any of the specific matters set forth herein. Except as Governing Instruments); provided, that each of Stockholder’s voting obligations set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall ) and Stockholder’s appointment of Parent as its proxy and attorney-in-fact pursuant to Section 3(b) will be suspended for so long as the Company’s board of directors is not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the recommending that stockholders of the Company vote in favor of the Merger. For the avoidance of doubt, each of Stockholder’s voting obligations set forth in this Section 3(a) and Stockholder’s appointment of Parent as its proxy and attorney-in-fact pursuant to Section 3(b) will be in full force at any time that the Company’s board of directors is recommending that stockholders of the Company vote in favor of the Merger. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitutionre-substitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyShares, and to cause any holder of record of any Shares to vote: (i) at the Company Stockholders Meeting in favor of (1) approval of the Merger Mergers and the Merger Agreement and any other transactions or matters contemplated by the Merger Agreement, (2) any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum, (ii) in favor of any other matter necessary to consummate the transactions contemplated thereunderby the Merger Agreement, in each case at every meeting (or in connection with any action by written consent) of the stockholders of the Company Stockholders at which such matters are considered and at every lawful adjournment or postponement thereof thereof, and (iii) against (1) any Company Acquisition Proposal, (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, frustrate, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Mergers or the fulfillment of Parent’s, the Company’s, HoldCo’s, Parent Merger Sub’s obligations or Astro Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Certificate or Company Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the obligations and duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this Agreement, including without limitation this proxy. This proxy and power of attorney granted by Stockholder shall be are irrevocable during the term of this 3 Agreement, shall be and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the terminate this proxy with respect to such mattersStockholder at any time at its sole election by written notice provided to Stockholder. The Parties acknowledge and agree that neither Parent, nor any of its Affiliates or any designees of Parent, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to Parent by this Section 3(b).

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyShares, and to cause any holder of record of any Shares to vote: (i) at the Company Stockholders Meeting in favor of (1) approval of the Merger Mergers and the Merger Agreement and any other transactions or matters contemplated by the Merger Agreement, (2) any proposal to adjourn or postpone the Company Stockholders Meeting to a later date if there are not sufficient votes to adopt the Merger Agreement or if there are not sufficient shares present in person or by proxy at such meeting to constitute a quorum, (ii) in favor of any other matter necessary to consummate the transactions contemplated thereunderby the Merger Agreement, in each case at every meeting (or in connection with any action by written consent) of the stockholders of the Company Stockholders at which such matters are considered and at every lawful adjournment or postponement thereof thereof, and (iii) against (1) any Company Acquisition Proposal, (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, frustrate, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Mergers or the fulfillment of Parent’s, the Company’s, HoldCo’s, Parent Merger Sub’s obligations or Astro Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Certificate or Company Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the obligations and duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this Agreement, including without limitation this proxy. This proxy and power of attorney granted by Stockholder shall be are irrevocable during the term of this Agreement, shall be and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the terminate this proxy with respect to such mattersStockholder at any time at its sole election by written notice provided to Stockholder. The Parties acknowledge and agree that neither Parent, nor any of its Affiliates or any designees of Parent, shall owe any duty (fiduciary or otherwise), or incur any liability of any kind to Stockholder or any of its Affiliates, in connection with or as a result of the exercise of the powers granted to Parent by this Section 3(b).

Agreement to Vote Shares; Irrevocable Proxy. (a) The Stockholder hereby agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Companythat, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for at any meeting of the stockholders of the Holder, however called, or in connection with any written consent of the stockholders of the Holder, such Stockholders shall vote (or cause to be voted) the Shares held of record or beneficially by the Stockholder (i) in favor of the approval and adoption of the Merger Agreement or and the consummation of the transactions contemplated thereunder on therein, including the date on which such meeting is held; Merger, (ii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach of in any covenant, representation or warranty or any other obligation or agreement material respect of the Company Holder under the Merger Agreement Agreement, and (c) except as otherwise agreed to in writing in advance by the Holder (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (1) any extraordinary corporate transaction involving the Holder, such as a merger, consolidation or other business combination involving the Holder or any of Stockholder under this Agreement its Subsidiaries, (2) a sale, lease or transfer of a material amount of assets of the Holder or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Holder or any its Subsidiaries, (3) any change in the board of directors of the Holder, (4) any amendment of the Holder's certificate of incorporation, or (5) any other action which would is intended, or could reasonably be expected expected, to result in any impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to Holder of the conditions to Merger and the Company’s obligations under other transactions contemplated by the Merger Agreement (including the Investment Agreement). The Stockholder shall not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only enter into any agreement or understanding, whether oral or written, with respect any person or entity prior to the specific matters set forth herein. Except as set forth termination of this Agreement to vote thereafter in clauses (i) and (ii) of a manner inconsistent with this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) The Stockholder hereby appoints Parent and has revoked or terminated any designee of Parentproxies, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote voting agreements or act by written consent during the term of this Agreement similar arrangements previously given or entered into with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable hereby irrevocably appoints Holder, during the term of this Agreement, shall be deemed as proxy, with full power of substitution, for the Stockholder to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder vote (or refrain from voting) with respect to the Shares. The power matters specified in and in any manner consistent with Section 3(a) all of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all of the Stockholder for the Stockholder and in the Stockholder's name, place and stead, at any annual, special or other matters not referred meeting or action of the stockholders of Holder or at any adjournment thereof or pursuant to any consent of the stockholders of Holder in Section 3(a)lieu of a meeting or otherwise, and the attorneys and proxies named above may not exercise the proxy with respect to any issue brought before stockholders of Holder. If the issue on which Holder is voting pursuant to the irrevocable proxy is the proposal to approve and adopt the Merger and the Merger Agreement, Holder shall vote for such mattersproposal or give its consent, as applicable.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during Each Holder hereby appoints Xxxxxxx X. Mount, or in the term of this Agreement to vote event that Xxxxxxx X. Mount is not the Shares at any annual or special meeting of stockholders Chief Executive Officer of the Company, or execute a written consent or consents if stockholders such person as the Board of Directors of the Company are requested to vote their shares through may appoint after the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for Agreement (the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii“Proxy Holder”) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) its proxy and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneysattorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a)RL Shares. This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder Each Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Stockholder such Holder shall be irrevocable during the term of this AgreementAgreement or as otherwise provided in Section 3 below, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke any and all prior proxies granted by Stockholder Holder with respect to the Sharesmatters contemplated hereunder. The power of attorney granted by Stockholder each Holder herein is a limited durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementHolder. The proxy All parties hereto acknowledge and power of attorney granted hereunder shall terminate upon agree that the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a)Proxy Holder shall, and each Holder hereby irrevocably consents to, vote all RL Shares owned by such Holder in favor of matters recommended or approved by the attorneys and proxies named above may not exercise Board of Directors of the Company, or, if such matters are neither recommended nor approved by the Board of Directors of the Company, then at the direction of the Board of Directors of the Company, in respect of all matters for which shareholder approval is sought or required. In the event that the proxy with respect is determined to be not valid, each Holder agrees to vote such mattersRL Shares directly in such manner.

Agreement to Vote Shares; Irrevocable Proxy. (a) The Stockholder hereby agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Companythat, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for at any meeting of the stockholders of the Company, however called, or in connection with any written consent of the stockholders of the Company, such Stockholders shall vote (or cause to be voted) the Shares held of record or beneficially by the Stockholder (i) in favor of the approval and adoption of the Merger Agreement or and the consummation of the transactions contemplated thereunder on therein, including the date on which such meeting is held; Merger, (ii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach of in any covenant, representation or warranty or any other obligation or agreement material respect of the Company under the Merger Agreement Agreement, and (c) except as otherwise agreed to in writing in advance by the Holder (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (1) any extraordinary corporate transaction involving the Company, such as a merger, consolidation or other business combination involving the Company or any of Stockholder under this Agreement its Subsidiaries, (2) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any its Subsidiaries, (3) any change in the board of directors of the Company, (4) any amendment of the Company's certificate of incorporation, or (5) any other action which would is intended, or could reasonably be expected expected, to result in any impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to Holder of the conditions to Merger and the Company’s obligations under other transactions contemplated by the Merger Agreement (including the Investment Agreement). The Stockholder shall not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only enter into any agreement or understanding, whether oral or written, with respect any person or entity prior to the specific matters set forth herein. Except as set forth termination of this Agreement to vote thereafter in clauses (i) and (ii) of a manner inconsistent with this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) The Stockholder hereby appoints Parent and has revoked or terminated any designee of Parentproxies, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote voting agreements or act by written consent during the term of this Agreement similar arrangements previously given or entered into with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable hereby irrevocably appoints Holder, during the term of this Agreement, shall be deemed as proxy, with full power of substitution, for the Stockholder to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder vote (or refrain from voting) with respect to the Shares. The power matters specified in and in any manner consistent with Section 3(a) all of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all of the Stockholder for the Stockholder and in the Stockholder's name, place and stead, at any annual, special or other matters not referred meeting or action of the stockholders of Company or at any adjournment thereof or pursuant to any consent of the stockholders of Company in Section 3(a)lieu of a meeting or otherwise, and the attorneys and proxies named above may not exercise the proxy with respect to any issue brought before stockholders of Company. If the issue on which Holder is voting pursuant to the irrevocable proxy is the proposal to approve and adopt the Merger and the Merger Agreement, Holder shall vote for such mattersproposal or give its consent, as applicable.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each of the Stockholders agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement Agreement, and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent's, the Company's or Merger Sub's conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder articles of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aincorporation or bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its as proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote (or act by written consent consent) during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder the Stockholders under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder the Stockholders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder with respect to the such Stockholder’s Shares. The power of attorney granted by a Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during During the term of this Agreement, if there are each Stockholder (in such capacity and not sufficient votes for the approval in any other capacity) irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Merger Agreement stockholders of Parent, however called, or in connection with any written consent of the transactions contemplated thereunder on the date on which stockholders of Parent, such Stockholders shall (i) appear at such meeting is held; or otherwise cause all of the Voting Shares Beneficially Owned by such Stockholder (other than any securities underlying warrants of Parent that have not been exercised as of such date) to be counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Voting Shares Beneficially Owned by such Stockholder: (A) in favor of the Parent Stockholder Voting Matters set forth in Parent’s proxy statement (including any proxy supplements thereto) to be filed by Parent with the United States Securities and Exchange Commission, (B) against (1) any proposal or offer from any Person (other than Parent or any of its Affiliates) that is not a Parent Stockholder Voting Matter concerning (x) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving Parent, (y) the issuance or acquisition of shares of capital stock or other equity securities of Parent, or (z) the sale, lease, exchange or other disposition of any significant portion of Parent’s properties or assets and (2) any action, proposal, transaction or agreement which could that would reasonably be expected to prevent or impair the ability of Parent to consummate the Transactions or the fulfillment of Parent’s conditions to the consummation of the Transaction under the Purchase Agreement, and (3) any action, proposal, transaction or agreement that would or would reasonably be expected to result in a material breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Parent contained in the Company under the Merger Agreement Purchase Agreement, or of any Stockholder under contained in this Agreement Agreement, and (C) in favor of any proposal to adjourn or which would reasonably be expected postpone the Parent Stockholder Meeting to result a later date if there are not sufficient votes to approve the Parent Stockholder Voting Matters. For the avoidance of doubt, each Stockholder shall retain at all times the right to vote any Voting Shares Beneficially Owned in its sole discretion, and without any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific other limitation, on any matters set forth herein. Except as other than those explicitly set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted 3 that are at any time or from voting in favor of, against or abstaining with respect time to any other matter time presented for consideration to the stockholders of the CompanyParent’s Stockholders. (b) Each Stockholder hereby appoints Parent Seller and any designee of ParentSeller (determined in Seller’s sole discretion), and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares solely in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law Law to support an irrevocable proxy proxy. Each Stockholder represents that any proxies heretofore given in respect of the Voting Shares, if any, are revocable, and shall revoke hereby revokes any and all prior proxies granted by such Stockholder with respect to the Voting Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Transaction, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent's, the Company’s obligations 's or Merger Sub's conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) articles of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders incorporation of the Company or the Company’s by-laws). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special At every meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company, Rollover Stockholder (in his or her capacity as such), to the extent not so voted by the Person(s) appointed under a Proxy, shall, or shall cause any the holder of record on any applicable record date to, (i) in the case of a meeting, appear at such meeting or otherwise cause the Shares to vote: be counted as present for purposes of calculating a quorum and (iii) vote all Shares as to which Rollover Stockholder has sole or shared voting power and is entitled to vote or act by written consent: (x) in favor of (1A) the approval and adoption of the Merger Agreement, the approval of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action other matter that must be approved by written consent) of the stockholders of the Company at which such matters are considered in order for the transactions contemplated by the Merger Agreement to be consummated and at every lawful adjournment (B) any adjournment, recess, delay or postponement thereof recommended by the Company (and not publicly opposed by Parent) with respect to any stockholder meeting with respect to the Merger Agreement and the Merger; and (2y) approval against any of the following actions and matters (other than those in furtherance of the Merger and the Merger Agreement): (A) any Alternative Proposal with respect to the Company, (B) any adjournment, recess, delay or postponement of any proposal stockholder meeting with respect to adjourn the Merger Agreement and the Merger publicly opposed by Parent, or postpone (C) any other action or matter that (1) would reasonably be expected to materially impede, interfere with, delay, postpone, discourage or adversely affect the meeting to a later date during timely consummation of the term of this Agreement, if there are not sufficient votes for the approval of Merger or any other transactions contemplated by the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii2) against any action, proposal, transaction or agreement which could would reasonably be expected to result in a material breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement Agreement. Rollover Stockholder shall retain at all times the right to vote his or of Stockholder under this Agreement her Shares in his or which would reasonably be expected to result in her sole discretion and without any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific other limitation on those matters set forth herein. Except as other than those set forth in clauses (ix) and (iiy) above that are at any time or from time to time presented for consideration to the Company’s stockholders. For the avoidance of doubt, clauses (x) and (y) of this Section 3(a), Stockholder ‎2(a)(ii) shall not be restricted from voting apply to votes, if any, solely on the election or removal of directors as recommended by the Company Board (provided, that such recommendation is not in favor of, against or abstaining with respect to any other matter presented to the stockholders violation of the Companyterms of the Merger Agreement). (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance In furtherance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate agreements herein and concurrently with the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term execution of this Agreement, Rollover Stockholder has delivered to Parent a proxy in the form attached hereto as Exhibit A (a “Proxy”), which shall be deemed irrevocable to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted the fullest extent permissible by Stockholder Law, with respect to the all of Rollover Stockholder’s Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) For so long as the Special Committee has not made an Adverse Recommendation Change, Stockholder agrees during the term of this Agreement to vote the his Shares at any annual or special meeting of stockholders of the Company(either in person, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the by proxy, execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyconsents or otherwise), and to cause any holder of record of his Shares to vote: vote (either in person, by proxy, execution of an action by written consent or consents or otherwise): (i) in favor of (1) approval of the Merger, the Merger Agreement, the Amendment to the Articles and the Merger Agreement and the transactions contemplated thereunderFinancing Transactions, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or any definitive documents governing the Financing Transactions or of Stockholder under this Agreement and (3) any action, proposal, transaction or which agreement that would reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent’s, the Company’s obligations or the Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Parent. For the avoidance of doubt and notwithstanding any other term hereof, in the event the Special Committee has made any Adverse Recommendation Change, this Agreement shall immediately and automatically terminate and Stockholder will not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder be bound by any of the Company only with respect provisions hereof and shall be free to vote the specific matters set forth herein. Except as set forth Shares (either in clauses (i) and (ii) person, by proxy, execution of this Section 3(aan action by written consent or consents or otherwise), Stockholder shall not be restricted from voting and to cause any holder of record of Shares to vote (either in favor ofperson, against by proxy, execution of an action by written consent or abstaining with respect consents or otherwise), on any matter or proposal submitted to Parent stockholders for action or consideration, including without limitation, any other matter presented to the stockholders of the CompanySuperior Acquisition Proposal. (b) Stockholder hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the CompanyParent, or execute a written consent or consents if stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyParent, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the CompanyParent’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company Parent only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the CompanyParent. (b) Stockholder hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent The Company acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote the its Stockholder Shares at and any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent New Shares (as defined in lieu of any such annual or special meeting of stockholders of the CompanySection 5), and to cause any holder of record of such Shares or New Shares to vote: , (i) in favor of (1) approval the adoption of each matter constituting or in furtherance of the Merger and the Merger Agreement and the transactions contemplated thereunder, Stockholder Approval at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which any such matters are matter is considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would prevent, impede, interfere with or adversely affect the receipt of the Stockholder Approval or any portion thereof; and (iii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty covenant or any other obligation or agreement of the Company any party under the Merger Agreement or any agreement contemplated thereby, including, without limitation, the Certificate of Stockholder under this Agreement or which would reasonably be expected to result in any Designation of the conditions Series A Special Stock, par value $0.0001 per share, of Parent (the “Series A Special Stock”) to be issued in connection with the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder consummation of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the CompanyFirst Merger. (b) Each Stockholder hereby revokes any and all previous proxies granted with respect to its Stockholder Shares. Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the its Stockholder Shares and any New Shares in accordance with, and only for the limited purposes expressly set forth in, Section 2(a) if and only if Parent or its designee determines in good faith that such Stockholder (i) has failed to vote (whether by proxy, in person or by written consent and with Section 3(awritten notice from Parent prior to the holding of such vote), or (ii) has attempted to vote, in either case in a manner which is inconsistent with the terms of this Agreement; provided, however, that no prior notice, consent or period for objection is require to exercise such proxy. This proxy and power of attorney is given to secure the performance of the duties of such Stockholder under this AgreementSection 2. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This The proxy and power of attorney granted hereunder by each such Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Sharessuch Stockholder. The power of attorney granted by each such Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. . (c) Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above its designees may not exercise the irrevocable proxy with respect described in clause (b) above on any other matter except as provided above. Each Stockholder shall retain at all times the right to vote the Stockholder Shares in such mattersStockholder’s sole discretion and without any other limitation on all matters other than those set forth in clause (a) above that are at any time or from time to time presented for consideration to Parent’s stockholders generally.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the CompanyShares, or to execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action act by written or electronic consent in lieu of any such annual or special acting at a meeting of stockholders of the Company, and to otherwise cause any holder of record of such Stockholder’s Shares to votebe voted in the following manner: (i) in favor of (1) approval the adoption of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof thereof; and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which agreement that would reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent’s, the Company’s obligations or Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth hereinCompany Charter or Company By-laws). Except as set forth in clauses (i) and (ii) Stockholder also agrees to cause his Shares to be present for quorum purposes at any meeting of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company at which any matter described in Section 3(a)(i-ii) above will be acted on by the Company’s stockholders. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a) solely in the event Stockholder fails to vote in the manner required by Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each of the Stockholders agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of such Stockholder under this Agreement Agreement, and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent's, the Company's or Merger Sub's conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder articles of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aincorporation or bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its as proxies and attorneys-in-fact, with full power of substitution and resubstitutionre substitution, to vote (or act by written consent consent) during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder the Stockholders under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder the Stockholders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder with respect to the such Stockholder’s Shares. The power of attorney granted by a Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each Shareholder agrees during the term of this Agreement to appear, or otherwise cause its Shares to be counted as present for purposes of calculating a quorum, at the 2014 Annual Meeting and to vote the Shares at held by such Shareholder, and to cause any annual or special meeting holder of stockholders record of the Company, such Shares to vote or execute a written consent or consents if stockholders shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual meeting (i) in favor of an amendment to the Company’s Certificate of Incorporation permitting shareholders of the Company to take action without a meeting on written consent setting forth the action so taken signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted in accordance with Section 615(a) of the New York Business Corporation Law as in effect as of the date hereof (the “Amendment”) and (ii) against any proposal made in opposition to, or in competition or inconsistent with, the Amendment. (b) If the Company has not duly called and held its 2014 Annual Meeting by February 1, 2014 during which a vote is held with respect to the Amendment, each Shareholder hereby irrevocably covenants and agrees to submit a request to the Secretary of the Corporation in accordance with Article 1 Section 2 of the By-Laws of the Corporation that a special meeting of stockholders the shareholders is duly called and held as promptly as practicable. The stated purpose of such special meeting of the Companyshareholders shall be to hold a vote with respect to the Amendment. Each Shareholder agrees to appear at, or otherwise cause its Shares to be counted as present for purposes of calculating a quorum, such special meeting and to vote the Shares held by such Shareholder, and to cause any holder of record of such Shares to vote: vote or execute a written consent or consents if shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such special meeting (i) in favor of (1) approval of the Merger Amendment and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against any actionproposal made in opposition to, proposalor in competition or inconsistent with, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result in any of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the CompanyAmendment. (bc) Stockholder Each Shareholder hereby appoints Parent Five Island and any designee of ParentFive Island, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, solely to vote or act by written consent during the term of this Agreement with respect to the such Shareholder’s Shares in accordance with Section 3(aSections 2(a) or (b). This limited proxy and power of attorney is given to secure the performance of the duties of Stockholder each Shareholder under this Agreement. Stockholder Each Shareholder shall take such all further action or execute such all other instruments as may be necessary or appropriate to effectuate the intent of this limited proxy. This The limited proxy and power of attorney granted by Stockholder each Shareholder pursuant hereto shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder each Shareholder with respect to the such Shareholder’s Shares. The power of attorney granted by Stockholder each Shareholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Shareholder. The limited proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (d) Each Shareholder agrees that, prior to the termination of this Agreement, such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement. Parent acknowledges Each Shareholder agrees, without further consideration, to execute and agrees that Stockholder may vote deliver such additional documents and to take such further actions as necessary or reasonably requested by Five Island to confirm and ensure the rights and obligations set forth in this Agreement or to consummate the transactions contemplated by this Agreement. (e) Each Shareholder, severally and not jointly, hereby authorizes Five Island and the Company to publish and disclose in any announcement or disclosure required by the SEC or other Governmental Authority such Shareholder’s identity and ownership of the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to nature of such mattersShareholder’s obligation under this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each of the Stockholders agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteParent: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or of such Stockholder under this Agreement Agreement, and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent's, the Company’s obligations 's or Merger Sub's conditions under the Merger Agreement not being fulfilled. This Agreement is intended or change in any manner the voting rights of any class of shares of Parent (including any amendments to bind Stockholder as a stockholder Parent’s articles of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aincorporation or bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its as proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote (or act by written consent consent) during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder the Stockholders under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder the Stockholders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder with respect to the such Stockholder’s Shares. The power of attorney granted by a Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Shareholder agrees during the term Term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders Shareholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders shareholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder Shareholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Diodes’, the Company’s obligations or Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as Company Constituent Instruments) and Diodes has identified in writing prior to such vote that such action, proposal, transaction or agreement satisfies the conditions set forth in clauses (i) and (ii) of this Section 3(a3(a)(ii)(3), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder Shareholder hereby appoints Parent Diodes and any designee of ParentDiodes, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term Term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder Shareholder under this Agreement. Stockholder Shareholder shall take such further action or execute such other instruments as Diodes may be necessary request to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder Shareholder shall be irrevocable during the term Term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder Shareholder with respect to the Shares. The power of attorney granted by Stockholder Shareholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementShareholder. The proxy and power of attorney granted hereunder shall terminate upon at the termination end of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such mattersTerm.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any other transaction, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder Articles of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aIncorporation), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder hereby agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of the Companythat, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for at any meeting of the stockholders of the Holder, however called, or in connection with any written consent of the stockholders of the Holder, such Stockholder shall vote (or cause to be voted) the Shares held of record or beneficially by the Stockholder (i) in favor of the approval and adoption of the Merger Agreement or and the consummation of the transactions contemplated thereunder on therein, including the date on which such meeting is held; Merger, (ii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach of in any covenant, representation or warranty or any other obligation or agreement material respect of the Company Holder under the Merger Agreement Agreement, and (c) except as otherwise agreed to in writing in advance by the Holder (other than the Merger and the other transactions contemplated by the Merger Agreement), against: (1) any extraordinary corporate transaction involving the Holder, such as a merger, consolidation or other business combination involving the Holder or any of Stockholder under this Agreement its Subsidiaries, (2) a sale, lease or transfer of a material amount of assets of the Holder or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Holder or any its Subsidiaries, (3) any change in the board of directors of the Holder, (4) any amendment of the Holder's certificate of incorporation, or (5) any other action which would is intended, or could reasonably be expected expected, to result in any impede, interfere with, delay, postpone, discourage or materially and adversely affect the contemplated benefits to Holder of the conditions to Merger and the Company’s obligations under other transactions contemplated by the Merger Agreement (including the Investment Agreement). The Stockholder shall not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only enter into any agreement or understanding, whether oral or written, with respect any person or entity prior to the specific matters set forth herein. Except as set forth termination of this Agreement to vote thereafter in clauses (i) and (ii) of a manner inconsistent with this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent and has revoked or terminated any designee of Parentproxies, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote voting agreements or act by written consent during the term of this Agreement similar arrangements previously given or entered into with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable hereby irrevocably appoints Holder, during the term of this Agreement, shall be deemed as proxy, with full power of substitution, for the Stockholder to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder vote (or refrain from voting) with respect to the Shares. The power matters specified in and in any manner consistent with Section 3(a) all of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all of the Stockholder for the Stockholder and in the Stockholder's name, place and stead, at any annual, special or other matters not referred meeting or action of the stockholders of Holder or at any adjournment thereof or pursuant to any consent of the stockholders of Holder in Section 3(a)lieu of a meeting or otherwise, and the attorneys and proxies named above may not exercise the proxy with respect to any issue brought before stockholders of Holder. If the issue on which Holder is voting pursuant to the irrevocable proxy is the proposal to approve and adopt the Merger and the Merger Agreement, Holder shall vote for such mattersproposal or give its consent, as applicable.

Agreement to Vote Shares; Irrevocable Proxy. (a) a. In furtherance of the foregoing, Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual to vote or special meeting of stockholders of the Company, or to execute a written consent or consents with respect to the Shares if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, other Transaction Agreements of the at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Takeover Proposal or Superior Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement and the other Transaction Agreements or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock the conditions Company (including any amendments to the Company’s obligations under Organizational Documents. In the event Stockholder executes a written consent conveying the Shares as contemplated above and voting in favor of the adoption and approval of the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder and the consummation of the Company only with respect to Merger and the specific matters set forth herein. Except as set forth in clauses other transactions contemplated by the Merger Agreement, Stockholder (i) represents and warrants that written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) of this Section 3(a), covenants and agrees that such written consent will be binding upon Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to and enforceable at the stockholders of the CompanyEffective Time. (b) b. Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a2(a). in the event that either (i) Stockholder breaches any of its obligations under this Agreement, or (ii) Stockholder fails to vote or act by written consent with respect to the Shares in accordance with Section 2(a) prior to or at the meeting of the stockholders of the Company at which the matters described in Section 2(a) are considered or the last date by which written consents with respect to such matters are required to be delivered in order to be effective. This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders to grant a consent or approval in respect of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the CompanyShares, and to cause any holder of record of Shares to votevote or to grant a consent or approval: (i) in favor of (1) approval of the Merger Mergers and the Merger Agreement Agreement, including the issuance of FHCO Delaware Common Stock to the holders of APPI Stock in the APPI Merger pursuant to the NASDAQ rules, and any related matter submitted to the stockholders of FHCO in furtherance of the transactions contemplated thereunderby the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company FHCO at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval or any action by written consent in lieu of any proposal to adjourn or postpone the a meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldstockholders of FHCO; and (ii) against [a] any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company FHCO under the Merger Agreement or of Stockholder under this Agreement and [b] any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Mergers or the fulfillment of APPI’s, FHCO’s, FHCO Delaware Sub’s or APPI Merger Sub’s conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of the Company only with respect any class of shares of FHCO (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) Organizational Documents of this Section 3(aFHCO), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent APPI and any designee of ParentAPPI, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteParent: (i) in favor of (1) approval the Merger, the Parent Stock Issuance and the Parent Stock Authorization and the adoption of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof thereof; and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against (1) any Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, Thermo’s or Merger Sub’s conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended or change in any manner the voting rights of any class of shares of Parent (including any amendments to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aParent’s Governing Documents), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyproxy requested by Parent. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. a. In furtherance of the foregoing and to the extent permitted by applicable law, rule or regulation, (aI) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual to vote or special meeting of stockholders of the Company, or to execute a written consent or consents with respect to the Shares if stockholders of the Company Liquidia are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteLiquidia: (i) in favor of (1) the adoption and approval of the Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement and the transactions contemplated thereunder, other Ancillary Agreements (as defined in the Merger Agreement) at every meeting (or in connection with any action by written consent) of the stockholders of the Company Liquidia at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Liquidia under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other transactions contemplated by the Merger Agreement or the other Ancillary Agreements or the fulfillment of HoldCo’s, Liquidia’s or Liquidia Merger Sub’s conditions to the Company’s obligations under the Merger Agreement not being fulfilledor change in any manner the voting rights of any class of shares of capital stock of Liquidia (including any amendments to Liquidia’s or HoldCo’s organizational documents). This Agreement is intended to bind In the event Stockholder executes a written consent conveying the Shares as a stockholder contemplated above and voting in favor of the Company only with respect to adoption and approval of the specific matters set forth herein. Except as set forth in clauses Merger Agreement and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (II) Stockholder (i) represents and warrants that any written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder, and (ii) of this Section 3(a)covenants and agrees that such written consent will be binding upon Stockholder and enforceable at the Effective Time. For purposes herein, Stockholder shall not be restricted from voting in favor of, against or abstaining “Takeover Proposal” means with respect to Liquidia or Holdco, an inquiry, proposal, or offer from, or indication of interest in making a proposal or offer by, any person or group relating to any transaction or series of related transactions (other matter presented than the transactions contemplated by the Merger Agreement), involving any: (a) direct or indirect acquisition of assets of such party hereto or its subsidiaries (including any voting equity interests of subsidiaries, but excluding sales of assets in the ordinary course of business) equal to the stockholders 15% or more of the Company. fair market value of such party and its subsidiaries’ consolidated assets or to which 15% or more of such party’s and its subsidiaries’ net revenues or net income on a consolidated basis are attributable; (b) Stockholder hereby appoints Parent direct or indirect acquisition of 15% or more of the voting equity interests of such party hereto or any of its subsidiaries whose business constitutes 15% or more of the consolidated net revenues, net income, or assets of such party and its subsidiaries, taken as a whole; (c) tender offer or exchange offer that if consummated would result in any designee person or group (as defined in Section 13(d) of Parent, and each the Exchange Act) beneficially owning (within the meaning of them individually, its proxies and attorneys-in-fact, with full Section 13(d) of the Exchange Act) 15% or more of the voting power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.party hereto;

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during During the term of this Agreement Agreement, each Parent Stockholder agrees to vote or cause to be voted the Voting Shares at any annual he, she or special meeting of stockholders of the Companyit Beneficially Owns, or and to execute a written consent or consents if stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteconsent: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions Transactions contemplated thereunderthereby, including without limitation the Merger, the issuance of the Closing Shares, Contingent Shares and Restricted Shares, and the amendments to Parent’s Charter Documents contemplated by the Merger Agreement at every meeting (or in connection with any request for action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof thereof; and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against (A) any proposal or offer from any Person (other than the Company or any of its Affiliates) concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving any of the Parent Parties, (2) the issuance or acquisition of shares of capital stock or other equity securities of any of the Parent Parties, or (3) the sale, lease, exchange or other disposition of any significant portion of any of the Parent Parties’ properties or assets, (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of any of the Company Parent Parties under the Merger Agreement, and (C) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of any of the Parent Parties’ conditions under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result change in any manner the voting rights of any class of stock of Parent (including any amendments to Parent’s Charter Documents not contemplated by the conditions Merger Agreement, other than any amendments to the CompanyParent’s obligations under Charter Documents to extend the Merger Agreement not being fulfilled. This Agreement Termination Date (as such term is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth defined in clauses (i) and (ii) of this Section 3(aParent’s Charter Documents), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company). (b) Each Parent Stockholder hereby appoints Parent the Company and any designee of Parentthereof, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Parent Stockholder under this Agreement. Each Parent Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Parent Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Parent Stockholder with respect to the Voting Shares. The power of attorney granted by Parent Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementParent Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Agreement to Vote and Approve. Shareholder (solely in his capacity as such) irrevocably and unconditionally agrees during from the term execution of this Agreement to vote until the Shares Expiration Time, at any annual or special meeting of stockholders the shareholders of the CompanyCompany (including, for the removal of a doubt, any Special Meeting (as such term is defined in the ICL)) called with respect to the following matters, and at every adjournment or execute a postponement thereof, and on every action or approval by written consent or consents if stockholders of the Company are requested Shareholders with respect to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Companyfollowing matters, to be present (in person or in proxy) or cause to be present, and to Vote or cause any the holder of record of Shares to voteVote the Shares: (i) in favor of (1) approval of the Merger and the Merger Agreement and the Merger and the other transactions contemplated thereunderby the Merger Agreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone such meeting of Shareholders of the meeting Company to a later date during the term of this Agreement, if there are not sufficient votes for the approval of to approve the Merger Agreement or and the transactions contemplated thereunder on the date on which such meeting is heldMerger; and (ii) against (1) any Acquisition Proposal, Alternative Acquisition Agreement, or any of the transactions contemplated thereby (including, for the removal of a doubt, any Acquisition Transaction), (2) any action, proposal, transaction transaction, or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty warranty, or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder Shareholder under this Agreement Agreement, and (3) any action, proposal, transaction, or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s, or Merger Sub’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s obligations under Charter Documents). Any such Vote shall be cast (or consent shall be given) by the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares Shareholder in accordance with Section 3(asuch procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such Vote (or consent). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during During the term of this Agreement Agreement, Stockholder agrees to vote the Voting Shares at (other than any annual or special meeting securities underlying warrants of stockholders JIH that have not been exercised as of the Company, or such date) and to execute a written consent or consents with respect to such Voting Shares if stockholders of the Company JIH are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteconsent: (i) in favor of (1) approval of the Merger Required JIH Shareholder Voting Matters and the Merger Agreement and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is held; (ii) against (A) any proposal or offer from any Person (other than JIH or any of its Affiliates) that is not a Required JIH Shareholder Voting Matter concerning (1) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving JIH, (2) the issuance or acquisition of shares of capital stock or other equity securities of JIH, or (3) the sale, lease, exchange or other disposition of any significant portion of JIH’s properties or assets and (B) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement or which that would reasonably be expected to result in any prevent or materially impair the ability of JIH to consummate the Transactions or the fulfillment of JIH’s conditions to the Company’s obligations consummation of the Transactions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the CompanyBusiness Combination Agreement. (b) Each Stockholder hereby appoints Parent Xxxxx Xxxxxx and any designee of ParentXxxxx Xxxx, and each of them individually, as its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Voting Shares solely in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law Law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Voting Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this Agreement. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Each Stockholder agrees during the term of this Agreement to, and to cause any holder of record of the Shares to, vote the Shares at any annual or special meeting of stockholders of the Company, or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal and (2) any action, proposal, transaction or agreement which could that would reasonably be expected to result in a breach of any covenantimpede, representation interfere with, delay, or warranty or any other obligation or agreement adversely affect the consummation of the Company Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or of Stockholder under this Agreement or which would reasonably be expected to result change in any manner the voting rights of the conditions to the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Charter or Company Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints during the term of this Agreement Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a4(a). This proxy and power of attorney is given to secure the performance of the duties of each Stockholder under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder with respect to the Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that . (c) Each Stockholder may shall retain, at all times, the right to vote the Shares in its sole discretion and without any other limitation on all those matters, other matters not referred than those set forth in this Section 4, that are at any time or from time to in Section 3(a)time presented for consideration to the stockholders of the Company, and the attorneys and proxies named above may not exercise the proxy with respect to such mattersgenerally.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees RMRI agrees, during any period beginning at such time that an Event of Default under the term Loan Documents occurs and ending at such time as such Event of this Agreement Default has been cured if such Event of Default is permitted to be cured under the Loan Documents and otherwise ending upon the payment of all amounts due Purchaser under or in connection with the Loan Documents (each, a “Period of Default”), that Purchaser shall have the right to vote the Shares at Shares, and to cause any annual or special meeting holder of stockholders record of the Company, Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, Company pursuant to the sole and to cause any holder of record of Shares to vote: (i) in favor of (1) approval absolute discretion of the Merger and the Merger Agreement and the transactions contemplated thereunderPurchaser, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such any matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone thereof. Without limiting the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval generality of the Merger Agreement or the transactions contemplated thereunder on the date on which preceding sentence, RMRI specifically acknowledges and agrees that Purchaser may, in its sole and absolute discretion, vote such meeting is held; Shares (iii) against any action, proposal, transaction or agreement which that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the Company’s timely payment and performance under the Loan Documents, (ii) in favor of a breach change in the voting rights of any covenant, representation class or warranty or any other obligation or agreement series of shares of the capital stock of the Company under (including any amendments to the Merger Agreement Articles of Incorporation or of Stockholder under this Agreement or which would reasonably be expected to result in any Bylaws of the conditions to Company), (iii) in favor of issuing additional shares of common stock or other classes or series of shares of the capital stock of the Company’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder , (iv) in favor of selling assets of the Company only with respect in an amount sufficient to repay outstanding amounts due under the specific matters set forth herein. Except as set forth in clauses Note, or (iv) and (ii) of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to of the stockholders dissolution and liquidation of the Company. (b) Stockholder RMRI hereby appoints Parent Purchaser and any designee of ParentPurchaser, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term any Period of this Agreement Default with respect to the Shares in accordance with Section 3(a2(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder the RMRI under this Agreement. Stockholder RMRI shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder RMRI shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy proxy, and shall revoke by execution of this Agreement, RMRI revokes any and all prior proxies granted by Stockholder RMRI with respect to the Shares. The power of attorney granted by Stockholder RMRI herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this AgreementRMRI. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent’s, the Company’s obligations or Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder or change in any manner the voting rights of any class of shares of the Company only with respect (including any amendments to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aCompany Charter or Company Bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Each of the Stockholders agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual or special meeting of stockholders of the Company, to vote or execute a written consent or consents if stockholders of the Company Parent are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to voteParent: (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders of the Company Parent at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or of such Stockholder under this Agreement Agreement, and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result in any impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the conditions to Merger or the fulfillment of Parent’s, the Company’s obligations or Merger Sub’s conditions under the Merger Agreement not being fulfilled. This Agreement is intended or change in any manner the voting rights of any class of shares of Parent (including any amendments to bind Stockholder as a stockholder Parent’s articles of the Company only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 3(aincorporation or bylaws), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the Company. (b) Each Stockholder hereby appoints Parent the Company and any designee of Parentthe Company, and each of them individually, its as proxies and attorneys-in-fact, with full power of substitution and resubstitutionre substitution, to vote (or act by written consent consent) during the term of this Agreement with respect to the Shares in accordance with Section 3(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder the Stockholders under this Agreement. Each Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder the Stockholders shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by a Stockholder with respect to the such Stockholder’s Shares. The power of attorney granted by a Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this Agreementsuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.

Agreement to Vote Shares; Irrevocable Proxy. (a) Stockholder Prior to the Termination Date (as defined below), each Shareholder irrevocably and unconditionally agrees during the term of this Agreement to vote the Shares at any meeting of the shareholders of the Company (whether annual or special meeting and whether or not an adjourned or postponed meeting), however called, or in connection with any action by written consent of stockholders the shareholders of the Company, (x) to appear at such meeting or otherwise cause the Shares to be counted as present at such meeting for the purpose of establishing a quorum, and to respond to each request by the Company for written consent, if any, and (y) to vote the Shares, and to cause any holder of record of Shares to vote (or execute a written consent or consents if stockholders shareholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders shareholders of the Company, and to cause any holder of record of Shares to vote: ): (i) in favor of (1) approval of the Merger and the Merger Agreement and the transactions contemplated thereunderAgreement, at every meeting (or in connection with any action by written consent) of the stockholders shareholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to would result in a breach of any covenant, representation or warranty representation, warranty, condition or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder such Shareholder under this Agreement, (3) any action, proposal, transaction or agreement that would impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under the Merger Agreement or which would reasonably be expected to result change in any manner the voting rights of any class of shares of the conditions Company (including any amendments to the Company’s obligations under certificate of incorporation or by-laws), (4) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder Company and any other Person (other than the Merger) and (5) any change in the present capitalization or dividend policy of the Company only with respect or any amendment or other change to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) Company’s certificate of this Section 3(a), Stockholder shall not be restricted from voting in favor of, against incorporation or abstaining with respect to any other matter presented to the stockholders of the Companyby-laws. (b) Stockholder hereby appoints Parent and any designee of ParentEACH SHAREHOLDER HEREBY GRANTS TO, and each of them individuallyAND APPOINTS, its proxies and attorneysPARENT AND ANY DESIGNEE OF PARENT, AND EACH OF THEM INDIVIDUALLY, SUCH SHAREHOLDER’S PROXIES AND ATTORNEYS-inIN-factFACT, with full power of substitution and resubstitutionWITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(aTO VOTE (OR ACT BY WRITTEN CONSENT) DURING THE TERM OF THIS AGREEMENT WITH RESPECT TO THE SHARES IN ACCORDANCE WITH SECTION 2(a). This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this AgreementTHIS PROXY AND POWER OF ATTORNEY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SHAREHOLDER UNDER THIS AGREEMENT AND IN CONNECTION WITH PARENT AND MERGER SUB’S AGREEMENT TO CONSUMMATE THE MERGER PURSUANT TO THE MERGER AGREEMENT. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxySHAREHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this AgreementTHIS PROXY AND POWER OF ATTORNEY GRANTED BY SHAREHOLDER SHALL BE IRREVOCABLE DURING THE TERM OF THIS AGREEMENT, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the SharesSHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY SHAREHOLDER WITH RESPECT TO THE SHARES (AND SUCH SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of Stockholder but will not survive the termination of this AgreementTHE POWER OF ATTORNEY GRANTED BY SHAREHOLDER HEREIN IS A DURABLE POWER OF ATTORNEY AND SHALL SURVIVE THE DISSOLUTION, BANKRUPTCY, DEATH OR INCAPACITY OF SHAREHOLDER. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementTHE PROXY AND POWER OF ATTORNEY GRANTED HEREUNDER SHALL TERMINATE UPON THE TERMINATION DATE. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such mattersSUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISISIONS OF SECTION 609 OF THE NEW YORK BUSINESS CORPORATION LAW.

Agreement to Vote Shares; Irrevocable Proxy. (a) a. In furtherance of the foregoing, Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares at any annual to vote or special meeting of stockholders of the Company, or to execute a written consent or consents with respect to the Shares if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company, and to cause any holder of record of Shares to vote: (i) in favor of (1) the adoption and approval of the Merger Agreement and the consummation of the Merger and the Merger Agreement other Transactions and the transactions agreements contemplated thereunder, thereby at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Merger Agreement or the transactions contemplated thereunder on the date on which such meeting is heldthereof; (ii) against (1) any Acquisition Proposal or Superior Proposal, (2) any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Stockholder under this Agreement and (3) any action, proposal, transaction or which would agreement that could reasonably be expected to result impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger and the other Transactions and the agreements contemplated thereby or the fulfillment of Parent’s, the Company’s or Purchaser’s conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of capital stock the conditions Company (including any amendments to the Company’s obligations under Constituent Documents). In the event Stockholder executes a written consent voting the Shares in accordance with the provisions contained herein, including in favor of the adoption and approval of the Merger Agreement not being fulfilled. This Agreement is intended to bind Stockholder as a stockholder and the consummation of the Company only with respect to Merger and the specific matters set forth herein. Except as set forth in clauses other Transactions and the agreements contemplated thereby, Stockholder (i) represents and (ii) of warrants that written consent shall, when executed and delivered, be duly and validly executed and delivered and binding upon Stockholder unless duly revoked in accordance with the terms thereof or this Section 3(a), Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of the CompanyAgreement. (b) b. Stockholder hereby appoints Parent and any designee of Parent, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 3(a)2(a) in the event that either (i) Stockholder breaches any of its obligations under this Agreement, or (ii) Stockholder fails to vote or act by written consent with respect to the Shares in accordance with Section 2(a) prior to or at a vote of the stockholders of the Company at which the matters described in Section 2(a) are considered or the last date by which written consents with respect to such matters are required to be delivered in order to be effective. This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall agrees to take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxyproxy at no cost to the Stockholder. This proxy and power of attorney granted by Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the dissolution dissolution, bankruptcy, death or bankruptcy incapacity of Stockholder but will not survive the termination of this AgreementStockholder. The proxy and power of attorney granted hereunder shall terminate automatically be revoked upon the valid termination of this Agreement. Parent acknowledges and agrees that Stockholder may vote the Shares on all other matters not referred to in Section 3(a), and the attorneys and proxies named above may not exercise the proxy with respect to such matters.