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

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company Shares and any New Shares (as defined below) (collectively, the “Shares”). Holders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder The Stockholder hereby appoints such person as Rxxxxx X’Xxxxx and any designee of Rxxxxx X’Xxxxx appointed with the consent of the Board of Directors of the Company may appoint after the date of this Agreement (collectively, Rxxxxx X’Xxxxx and such designees are hereinafter referred to collectively as the “Proxy Holder”) its his proxy and attorney-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 Company Shares and any New Shares shares of Common Stock issued to the Stockholder upon full or partial exercise of the Warrant (as defined below) (collectively, the “Shares”). Holders The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder the Stockholder with respect to the matters contemplated hereunder. The power of attorney granted by Holders the Stockholder herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersStockholder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Stockholder hereby irrevocably consent consents to, vote all Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) in compliance with Section 4(b) or 4(c) hereof by any of the Holders Stockholder (or its permitted transferees or successors in interest) to a third party Person that is not an Affiliate (as defined in compliance with Section 3 10(e) hereof) of the Stockholder.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder The Stockholder hereby appoints such person as Rxxxxx X’Xxxxx and any designee of Rxxxxx X’Xxxxx appointed with the consent of the Board of Directors of the Company may appoint after the date of this Agreement (collectively, Rxxxxx X’Xxxxx and such designees are hereinafter referred to collectively as the “Proxy Holder”) its proxy and attorney-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 Company shares constituting the Consideration Shares (including, without limitation, the Initial Escrow Shares and any New Shares the Additional Escrow Shares) and the True Up Shares, whether now or hereafter acquired by the Stockholder (as defined below) (collectively, the “Shares”). Holders The Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder the Stockholder with respect to the matters contemplated hereunder. The power of attorney granted by Holders the Stockholder herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersStockholder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Stockholder hereby irrevocably consent consents to, vote all Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) in compliance with Section 4(b) or 4(c) hereof by any of the Holders Stockholder (or its permitted transferees or successors in interest) to a third party Person that is not an Affiliate (as defined in compliance with Section 3 10(e) hereof) of the Stockholder.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Consideration Shares (including any Company Shares included in the Escrow Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company XCel Shares and any New Shares (as defined below) (collectively, the “Shares”). Holders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all XCel Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Xxxxxx X’Xxxxx, or in the event that Xxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company Shares and any New Shares (as defined below) (collectively, the “XCel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all XCel Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder hereby appoints Xxxxxxx X. Mount, or in the event that Xxxxxxx X. Mount is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company Shares and any New Shares (as defined below) (collectively, the “RL Shares”). Holders Each Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders each Holder herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Holders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this AgreementHolder. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders each Holder hereby irrevocably consent consents to, vote all RL Shares owned by them such Holder 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 shareholder approval is sought or required. Notwithstanding anything In the event that the proxy is determined to the contrarybe not valid, the provisions of this Section 1 shall not apply with respect each Holder agrees to any vote such RL Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors directly in interest) to a third party in compliance with Section 3 hereofsuch manner.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Rxxxxx X’Xxxxx, or in the event that Rxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company Shares and any New Shares (as defined below) (collectively, the “Xcel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all Xcel Shares owned by them the Holder 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Rxxxxx X’Xxxxx, or in the event that Rxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company Shares and any New Shares (as defined below) (collectively, the “Xcel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all Xcel Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder Stockholders hereby appoints appoint such person as the Board of Directors of the Company may appoint after the date of this Agreement designate from time to time (the “Proxy Holder”) to serve as its proxy and attorney-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 Consideration Shares (including any Company Shares included in the Escrow Amount) and any New Shares (as defined below) (collectively, the “Shares”). Holders Stockholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder Stockholder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Stockholders herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersStockholders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Stockholders hereby irrevocably consent consents to, vote all Shares owned by them 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, Company in respect of all matters for which stockholder approval is sought or required. , provided, however, that each Shareholder has received no less than [5] days prior written notice of the matter to be voted upon.. Notwithstanding anything to the contrary, the provisions of this Section 1 shall not apply with respect to any Company Shares that have been validly Transferred (as hereinafter defined) by any of the Holders Stockholder (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 4 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder Majority Securityholder hereby appoints such person as the Board of Directors of the Company may appoint after the date of this Agreement designate from time to time (the “Proxy Holder”) its proxy and attorney-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 Consideration Shares (including any Company Shares included in the Adjusted Holdback Amount, if any) and any New Shares (as defined below) (collectively, the “Shares”). Holders The Majority Securityholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders the Majority Securityholders 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 Agreement and shall revoke any and all prior proxies granted by Holder the Majority Securityholders with respect to the matters contemplated hereunder. The power of attorney granted by Holders the Majority Securityholders herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersMajority Securityholders. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Majority Securityholders hereby irrevocably consent to, vote all Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any either of the Holders Majority Securityholders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 4 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each The Holder hereby appoints Rxxxxx X’Xxxxx, or in the event that Rxxxxx X’Xxxxx is not the Chief Executive Officer of the Company, such person as the Board of Directors of the Company may appoint after the date of this Agreement (the “Proxy Holder”) its proxy and attorney-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 Company Shares and any New Shares (as defined below) (collectively, the “XCel Shares”). Holders Holder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders Holder 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 Holder with respect to the matters contemplated hereunder. The power of attorney granted by Holders Holder herein is a limited durable power of attorney and shall survive the bankruptcy, death or incapacity of the HoldersHolder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders Holder hereby irrevocably consent consents to, vote all XCel Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereof.

Agreement to Vote Shares; Irrevocable Proxy. Each Holder (a) Stockholder agrees that, during the term of this Agreement, it shall, and shall cause eachholder of record of Shares to, vote the Shares at each annual or special meeting of the stockholders of the Carrols Public Entity at which the matters set forth in the following clause (i) or (ii), as applicable, are considered and at every adjournment or postponement thereof, and to execute a written consent or consents if stockholders of the Carrols Public Entity 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 Carrols Public Entity or any adjournment or postponement thereof: (i) in favor of the Issuance Resolutions and (ii) against any action, proposal, transaction or agreement that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the matterscontemplated by the Merger Agreement or the Issuance Resolutions. (b) Stockholder hereby appoints such person as the Board CFH and any designee of Directors CFH, and each of the Company may appoint after the date of this Agreement (the “Proxy Holder”) them individually, its proxy proxies and attorneyattorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement solely with respect to the Company Shares and any New Shares (as defined below) (collectively, the “Shares”in accordance with Section 3(a). Holders 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 limited power of attorney. The proxy and limited power of attorney granted hereunder by Holders 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 Holder Stockholder with respect to the matters contemplated hereunderShares. The power of attorney granted by Holders Stockholder herein is a limited durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the HoldersStockholder. The proxy and limited power of attorney granted hereunder shall terminate upon the termination of this Agreement. All parties hereto acknowledge and agree that the Proxy Holder shall, and the Holders hereby irrevocably consent to, vote all Shares owned by them 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 apply with respect to any Shares that have been validly Transferred (as hereinafter defined) by any of the Holders (or its permitted transferees or successors in interest) to a third party in compliance with Section 3 hereofthisAgreement.