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

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote: (i) in favor of the Merger and the Merger Agreement, at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (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 Shareholder under this Agreement and (3) 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 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 Company (including any amendments to the Charter Documents of the Company). (b) 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 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 Shareholder under this Agreement. 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 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 Shareholder with respect to the Shares. The 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 Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to votevote 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: (i) in favor of the Merger and the Merger AgreementIssuance Resolutions, at every meeting (or in connection with any action by written consent) of the shareholders stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (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 Shareholder under this Agreement and (3) any action, proposal, transaction or agreement that could would reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger matters contemplated by the Purchase Agreement 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 Company (including any amendments to the Charter Documents of the Company)Issuance Resolutions. (b) Shareholder Stockholder hereby appoints Parent BK and any designee of ParentBK, 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 solely 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees that, during the term of this Agreement to vote the SharesAgreement, it shall, and to shall cause any each holder of record of Shares to vote: 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) in favor of the Merger and the Merger Agreementor (ii), at every meeting of the shareholders of the Company at which such matters 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 (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 Shareholder under this Agreement and (3) any action, proposal, transaction or agreement that could would reasonably be expected to 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 matters contemplated by the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Charter Documents of the Company)Issuance Resolutions. (b) Shareholder Stockholder hereby appoints Parent CFH and any designee of ParentCFH, 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 solely 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder agrees during Stockholder hereby irrevocably and unconditionally agrees, from and after the term of this Agreement date hereof and until the Termination Date, to vote the Shares, Shares (or execute a written consent or consents if stockholders of the Buyer 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 Buyer) and to cause any holder of record of Shares to vote: vote such Shares (or execute such written consents): (i) in favor of the Merger Buyer Voting Proposal and the Merger Agreement, at every meeting of the shareholders of the Company at which such matters are considered Buyer Equity Plan Proposal; and at every adjournment or postponement thereof; (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 Buyer under the Merger Agreement or of Shareholder Stockholder under this Agreement and (Agreement. Except as set forth in this Section 3) , Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any action, proposal, transaction or agreement that could reasonably be expected matter presented to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation stockholders 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 Company (including any amendments to the Charter Documents of the Company)Buyer. (b) Shareholder 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder agrees during The Stockholder hereby appoints Rxxxxx X’Xxxxx and any designee of Rxxxxx X’Xxxxx appointed with the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote: (i) in favor consent of the Merger and the Merger Agreement, at every meeting Board of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (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 Shareholder under this Agreement and (3) 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 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 Directors of the Company (including any amendments collectively, Rxxxxx X’Xxxxx and such designees are hereinafter referred to collectively as the Charter Documents of the Company). (b“Proxy Holder”) Shareholder hereby appoints Parent his proxy 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(ashares of Common Stock issued to the Stockholder upon full or partial exercise of the Warrant (the “Shares”). This proxy and power of attorney is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder the Stockholder with respect to the Sharesmatters contemplated hereunder. The power of attorney granted by Shareholder the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholderthe Stockholder. The proxy and 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 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 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 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) Shareholder agrees If, during the term of this Agreement Agreement, stockholders of the Company are requested (i) to vote in connection with a meeting of stockholders initiated or called by or on behalf of one or more stockholders and not by voluntary action of the Board of Directors (ii) to vote in connection with an item of business initially proposed by or on behalf of one or more stockholders and not pursuant to a voluntary action of the Board of Directors or (iii) to execute any written consent solicited by or on behalf of one or more stockholders of the Company, then Stockholder agrees to vote the Shares, and to cause any holder of record of Shares to vote: (i) in favor of vote or execute a written consent or consents each as instructed by Xxxxxx. If no instructions are provided by Xxxxxx, then Stockholder will cause the Merger and the Merger Agreement, at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any Takeover Proposal, (2) any action, proposal, transaction or agreement which could reasonably Shares to 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 Shareholder under this Agreement and (3) 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 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 Company (including any amendments to the Charter Documents of the Company)counted as abstaining from all requested actions. (b) Shareholder Each of BZ&C and Xxxxxxxxx hereby appoints Parent appoint Xxxxxx and any designee of ParentXxxxxx, 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 Shareholder Stockholder under this Agreement. Shareholder Each of BZ&C and Xxxxxxxxx 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 Shareholder each of them 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 Shareholder them with respect to the Shares. The power of attorney granted by Shareholder BZ&C and Xxxxxxxxx herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholdereither of them. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the SharesStockholder Shares and any New Shares (as defined in Section 8 hereof), and to cause any holder of record of such Shares to vote: , (i) in favor of (A) adoption and approval of the Merger Agreement and the Merger and the Merger Agreement(B) any other matters directly related thereto, in either case at every meeting of the shareholders stockholders of the Company at which any such matters are considered and at every adjournment or postponement thereof; , (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 amendment of the Company under Company’s Certificate of Incorporation or the Company’s Bylaws that would prevent, impede or interfere with the Merger Agreement or of Shareholder under this Agreement and (3) 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 Parent’sMerger, the Company’s or Merger Sub’s conditions under and (iii) except for the Merger Agreement and the Merger Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or change in any manner the voting rights sale or transfer of any class of shares material assets of the Company (including any amendments to the Charter Documents of the Company)or its subsidiaries. (b) Shareholder 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 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Sharesmatters contemplated by Section 3(a). The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the Shares, and to use reasonable efforts to cause any holder of record of Shares to vote: (i) in favor of the Merger Transactions and the Merger Purchase Agreement, at every meeting of the shareholders stockholders of the Company Seller at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1A) any Takeover Acquisition Proposal, (2B) 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 Seller under the Merger Purchase Agreement or of Shareholder Stockholder under this Agreement and (3C) 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 Transactions or the fulfillment of Parent’s, the CompanyBuyer’s or Merger SubSeller’s conditions under the Merger Purchase Agreement or change in any manner the voting rights of any class of shares of the Company Seller (including any amendments to the Charter Documents Seller’s certificate of the Companyincorporation or bylaws). (b) Shareholder Stockholder hereby appoints Parent Buyer and any designee of ParentBuyer, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. (c) Subject to the proxy granted under Section 3(b) above, Stockholder retains at all times the right to vote or exercise Stockholder’s right to consent with respect to the Shares in such Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in Section 3(b) that are at any time or from time to time presented for consideration to the Company’s stockholders generally; provided that such vote or consent would not reasonably be expected to frustrate the purposes, or prevent or delay consummation, of the Transactions.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the Stockholder Shares, and to cause any holder of record of Stockholder Shares to vote: , (i) in favor of approval of the adoption of the Merger Agreement and approval of the Merger Agreement, at every meeting of the shareholders stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; , (ii) against any Alternative Transaction, including a Superior Proposal (1each such term used in this Section 2 and elsewhere in this Agreement shall have its meaning as defined in the Merger Agreement) and (iii) against any Takeover Proposal, (2) any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach in any material respect of any representation, warranty, covenant, representation or warranty agreement or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement and (3) 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 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 Company (including any amendments to the Charter Documents of the Company)Agreement. (b) Shareholder 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 Stockholder Shares in accordance with Section 3(a2(a). This proxy and power of attorney is given to secure the performance of the duties of Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Stockholder Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of the Shares to votevote the Shares: (i) in favor of the Merger and the Merger Agreement, at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; ; (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 Shareholder under this Agreement and (3) 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 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 Company (including any amendments to the Charter Documents of the Company). (b) Solely in the event of a failure by Shareholder to act in accordance with Shareholder’s obligations as to voting pursuant to Section 3(a), 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 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 solely to secure the performance of the duties of Shareholder under this Agreement. 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 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 Shareholder with respect to the Shares. The power of attorney granted by Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death dissolution or incapacity bankruptcy of Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to votevote 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: (i) in favor of the Merger and adoption of the Merger Agreement, at every meeting (or in connection with any action by written consent) of the shareholders stockholders of the Company at which such matters are matter is considered and at every adjournment or postponement thereof; and (ii) against (1) any Takeover Acquisition Proposal, and (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 Shareholder Stockholder under this Agreement and (3) 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 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 Company (including any amendments to the Charter Documents of the Company)Agreement. (b) Shareholder 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the SharesStockholder Shares and any New Shares (as defined in Section 6 hereof), and to cause any holder of record of such Shares to vote: , (i) in favor of adoption and approval of the Merger and the Merger Agreement, Agreement at every meeting of the shareholders stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; , (ii) against (1) any Takeover Proposalaction or agreement that could compete with, prevent, impede, interfere with, attempt to discourage or adversely affect the Merger or inhibit the timely consummation of the Merger, (2iii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement and (3iv) 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 except for the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under and the Merger Agreement Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or change in any manner the voting rights sale or transfer of any class of shares material assets of the Company (including any amendments to the Charter Documents of the Company)or its subsidiaries. (b) Shareholder 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 Stockholder Shares and any New Shares in accordance with Section 3(a2(a). This proxy and power of attorney is given to secure the performance of the duties of Shareholder Stockholder under this Agreement. Shareholder 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 pursuant hereto by Shareholder 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 Shareholder with respect to the SharesStockholder. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the SharesStockholder Shares and any New Shares (as defined in Section 6 hereof), and to cause any holder of record of such Shares to vote: , (i) in favor of adoption and approval of the Merger and the Merger Agreement, Agreement at every meeting of the shareholders stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; , (ii) against (1) any Takeover Proposalaction or agreement that could compete with, prevent, impede, interfere with, attempt to discourage or adversely affect the Merger or inhibit the timely consummation of the Merger, (2iii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company Parent under the Merger Agreement or of Shareholder under this Agreement and (3iv) 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 except for the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under and the Merger Agreement Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or change in any manner the voting rights sale or transfer of any class material assets of shares of the Company (including any amendments to the Charter Documents of the Company)Parent or its subsidiaries. (b) Shareholder 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(a2(a). This proxy and power of attorney is given to secure the performance of the duties of Shareholder Stockholder under this Agreement. Shareholder 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 pursuant hereto by Shareholder 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 Shareholder with respect to the SharesStockholder. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Each Stockholder agrees during the term of this Agreement to vote the Stockholder Shares, and to cause any holder of record of the Stockholder Shares to vote: , (i) in favor of approval of the adoption of the Merger Agreement and approval of the Merger Agreement, at every meeting of the shareholders stockholders of the Company at which such matters are considered and at every adjournment or postponement thereof; , (ii) against (1) any Takeover Proposalaction or agreement that could compete with, prevent, impede, interfere with, attempt to discourage or adversely affect the Merger or inhibit the timely consummation of the Merger, (2iii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach in any material respect of any representation, warranty, covenant, representation or warranty agreement or any other obligation or agreement of the Company under the Merger Agreement or of Shareholder under this Agreement and (3iv) 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 except for the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under and the Merger Agreement Agreement, against any merger, consolidation, business combination, reorganization, recapitalization, liquidation or change in any manner the voting rights sale or transfer of any class of shares material assets of the Company (including any amendments to the Charter Documents of the Company)or its subsidiaries. (b) Shareholder 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 Stockholder Shares in accordance with Section 3(a2(a). This proxy and power of attorney is given to secure the performance of the duties of Shareholder the Stockholders under this Agreement. Shareholder 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 Shareholder 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 Shareholder such Stockholder with respect to the Stockholder Shares. The power of attorney granted by Shareholder each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of Shareholdersuch Stockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees during the term of this Agreement to vote the Shares, Stockholder Shares and to cause any holder New Shares (as defined in Section 6 hereof) beneficially owned by the Stockholder at the record date for determining stockholders of record of Shares entitled to vote: (i) in favor of vote upon the Merger and the Merger Agreement, Agreement at every meeting of the shareholders stockholders of the Company Predix at which such matters are considered and at every adjournment or postponement thereof; thereof or by written consent: (i) in favor of adoption and approval of the Merger Agreement and the Merger, (ii) against (1) any Takeover Proposalaction that would preclude fulfillment of a condition under the Merger Agreement to EPIX’s or Merger Sub’s obligation to consummate the Merger, (2iii) against any action, proposal, transaction action or agreement which could reasonably be expected to that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company Predix under the Merger Agreement or of Shareholder under this Agreement and (3iv) 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 except for the Merger or the fulfillment of Parent’s, the Company’s or Merger Sub’s conditions under and the Merger Agreement or change Agreement, against any Acquisition Proposal (as defined in any manner the voting rights of any class of shares of the Company (including any amendments to the Charter Documents of the CompanyMerger Agreement). (b) Shareholder Stockholder hereby appoints Parent EPIX and any designee of ParentEPIX, 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(a2(a). This proxy and power of attorney is given to secure the performance of the duties of Shareholder Stockholder under this Agreement. Shareholder 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 pursuant hereto by Shareholder 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 Shareholder with respect to the SharesStockholder. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder agrees during the term of this Agreement to vote the Shares, and to cause any holder of record of Shares to vote: (i) in favor of the Merger and the Merger Agreement, at every meeting of the shareholders of the Company at which such matters are considered and at every adjournment or postponement thereof; (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 Shareholder under this Agreement and (3) 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 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 Company (including any amendments to the Charter Documents of the Company). (b) 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 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 Shareholder under this Agreement. 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 Shareholder shall be 3 NTD: To be deleted for individual Shareholders. 4 NTD: To be deleted for Shareholders that are a business entity. 5 NTD: To be deleted for Shareholders that are a business entity or an unmarried individual. 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 Shareholder with respect to the Shares. The 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 Agreement.

Agreement to Vote Shares; Irrevocable Proxy. (a) Shareholder Stockholder agrees that, during the term of this Agreement to vote the SharesAgreement, it shall, and to shall cause any holder eachholder of record of Shares to vote: 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) in favor of the Merger and the Merger Agreementor (ii), at every meeting of the shareholders of the Company at which such matters 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 (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 Shareholder under this Agreement and (3) any action, proposal, transaction or agreement that could would reasonably be expected to 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 matterscontemplated by the Merger Agreement or change in any manner the voting rights of any class of shares of the Company (including any amendments to the Charter Documents of the Company)Issuance Resolutions. (b) Shareholder Stockholder hereby appoints Parent CFH and any designee of ParentCFH, 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 solely 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 Shareholder Stockholder under this Agreement. Shareholder 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 Shareholder 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 Shareholder Stockholder with respect to the Shares. The power of attorney granted by Shareholder Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of ShareholderStockholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this AgreementthisAgreement.