Common use of Agreement to Vote Clause in Contracts

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders of Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and the other transactions contemplated by the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders of Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and to the fullest extent permitted by law (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and the other transactions contemplated by the Merger Agreement Contemplated Transactions and (B) against any proposal, action or transaction involving Company or Xxxxxx and Companyany of its Subsidiaries, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination During the period from the date of this Agreement, Agreement until the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares toExpiration Date, at any every meeting of the shareholders of the Company (whether annual called with respect to any of the following, and at every adjournment or special postponement thereof, and whether on every action or not an adjourned or postponed meeting)approval by written consent of the shareholders of the Company with respect to any of the following, however called, (i) when a meeting is held, each Shareholder shall appear at such meeting (in person or by proxy) or otherwise cause the Covered Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of establishing a quorum, quorum and (ii) vote or cause to be voted at such meeting (or caused to be votedconsent) in person such Subject Shares: (a) (i) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or by proxy all Covered Shares (A) withdrawn, in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby or (ii) against any action or agreement that is recommended against by the Company Special Committee and that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement and Agreement; and (Bb) against any proposalin the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay in favor of the consummation approval of the Merger or Agreement, the Mergers and the other transactions contemplated thereby in the same proportion as the number of Shares owned by holders of Company Ordinary (other than the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the Blackstone Voting Agreement and the GSO Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and voting at such meeting of the shareholders of the Company. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of any Subject Shares. All rights, ownership and economic benefits of and relating to the Subject Shares shall remain vested in and belong to the Shareholders. Notwithstanding anything to the contrary in this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the each Shareholder shall not be restricted from voting in favor of, against remain free to vote (or abstaining execute consents or proxies with respect to) the Subject Shares with respect to any matter presented to other than as set forth in Section 2.01(a) and Section 2.01(b) in any manner such Shareholder deems appropriate, including in connection with the shareholders election of directors of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination During the period from the date of this Agreement, Agreement until the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares toExpiration Date, at any every meeting of the shareholders of the Company (whether annual called with respect to any of the following, and at every adjournment or special postponement thereof, and whether on every action or not an adjourned or postponed meeting)approval by written consent of the shareholders of the Company with respect to any of the following, however called, (i) when a meeting is held, each Shareholder shall appear at such meeting (in person or by proxy) or otherwise cause the Covered Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of establishing a quorum, quorum and (ii) vote or cause to be voted at such meeting (or caused to be votedconsent) in person or by proxy all Covered such Subject Shares (Ai) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or withdrawn, in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby, (ii) against any action or agreement that is recommended against by the Company Special Committee and that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement and (Biii) against any proposalin the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay in favor of the consummation approval of the Merger or Agreement, the Mergers and the other transactions contemplated thereby in the same proportion as the number of Shares owned by holders of Company Ordinary Shares (other than the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the Blackstone Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from Mergers and the other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and voting in favor of, against or abstaining with respect to any matter presented to at such meeting of the shareholders of the Company. (db) If for Nothing contained in this Agreement shall be deemed to vest in the Company any reason direct or indirect ownership or incidence of ownership of any Subject Shares. All rights, ownership and economic benefits of and relating to the proxy granted Subject Shares shall remain vested in and belong to the Shareholders. (c) Notwithstanding anything herein is not irrevocableto the contrary in this Agreement, thenneither this Section 2.01 nor Section 2.02 shall require any Shareholder to appear (in person or by proxy), if instructed by the Parent in writing, the Shareholder agrees provide any consent (or cause a consent to be provided) or vote (or cause to be voted) ), any of the Covered Subject Shares and/or the Series A Shares, as applicable, to amend, modify or waive any provision of the Merger Agreement or the Series A Preferred Share Purchase Agreement in a manner consistent that reduces the Exchange Ratio or the Cash Consideration, changes the form of the Merger Consideration (subject to the election and proration mechanism contemplated by the Merger Agreement) or the Purchase Price (as defined in the Series A Preferred Share Purchase Agreement) payable or otherwise adversely affects such Shareholder (in its capacity as such) in any material respect, and the Shareholder shall not be obligated to provide any consent (or cause a consent to be provided) or vote (or cause the Subject Shares and/or the Series A Shares, as applicable, to be voted) in favor of the adoption of the Merger Agreement if it is amended in any such respect. (d) Notwithstanding anything to the contrary in this Agreement, each Shareholder shall remain free to vote (or execute consents or proxies with clause (arespect to) the Subject Shares and/or the Series A Shares, as applicable, with respect to any matter other than as set forth in Section 2.01(a), Section 2.01(b) or Section 2.02 in any manner such Shareholder deems appropriate, including in connection with the election of this Section 1directors of the Company.

Agreement to Vote. (a) Prior to any termination During the period from the date of this Agreement, Agreement until the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares toExpiration Date, at any every meeting of the shareholders of the Company (whether annual called with respect to any of the following, and at every adjournment or special postponement thereof, and whether on every action or not an adjourned or postponed meeting)approval by written consent of the shareholders of the Company with respect to any of the following, however called, (i) when a meeting is held, each Shareholder shall appear at such meeting (in person or by proxy) or otherwise cause the Covered Subject Shares that such Shareholder is entitled to vote to be counted as present thereat for the purpose of establishing a quorum, quorum and (ii) vote or cause to be voted at such meeting (or caused to be votedconsent) in person or by proxy all Covered such Subject Shares (Ai) unless the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or withdrawn, in favor of the approval of the Merger Agreement, the Mergers and the other transactions contemplated thereby, (ii) against any action or agreement that is recommended against by the Company Special Committee and that would reasonably be expected to impede, frustrate, interfere with, delay, postpone or adversely affect the consummation of the Mergers and the other transactions contemplated by the Merger Agreement and (Biii) against any proposalin the event that the Company Special Committee has made an Adverse Recommendation Change that has not been rescinded or otherwise withdrawn, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay in favor of the consummation approval of the Merger or Agreement, the Mergers and the other transactions contemplated thereby in the same proportion as the number of Shares owned by holders of Company Ordinary Shares (other than the Shareholders, Xxxxxxx X. Xxxxx, XX and Xxxxxxx X. Xxxxxx and the “Shareholders” under the Parent Subsidiaries Voting Agreement, the BilCar Voting Agreement and the GSO Voting Agreement (the “Unaffiliated Shareholders”)) that are voted in favor of the approval of the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from Mergers and the other transactions contemplated thereby bears to the total number of Shares owned by Unaffiliated Shareholders present (in person or by proxy) and voting in favor of, against or abstaining with respect to any matter presented to at such meeting of the shareholders of the Company. (db) If for Nothing contained in this Agreement shall be deemed to vest in the Company any reason direct or indirect ownership or incidence of ownership of any Subject Shares. All rights, ownership and economic benefits of and relating to the proxy granted Subject Shares shall remain vested in and belong to the Shareholders. (c) Notwithstanding anything herein is to the contrary in this Agreement, this Section 2.01 shall not irrevocable, then, if instructed require any Shareholder to appear (in person or by the Parent in writing, the Shareholder agrees to proxy) or vote (or cause to be voted) ), any of the Covered Subject Shares to amend, modify or waive any provision of the Merger Agreement in a manner consistent that reduces the Exchange Ratio or the Cash Consideration, changes the form of the Merger Consideration payable (subject to the election and proration mechanism contemplated by the Merger Agreement) or otherwise adversely affects such Shareholder (in its capacity as such) in any material respect, and the Shareholder shall not be obligated to vote (or cause the Subject Shares to be voted) in favor of the adoption of the Merger Agreement if it is amended in any such respect. (d) Notwithstanding anything to the contrary in this Agreement, each Shareholder shall remain free to vote (or execute consents or proxies with clause (arespect to) the Subject Shares with respect to any matter other than as set forth in Section 2.01(a) and Section 2.01(b) in any manner such Shareholder deems appropriate, including in connection with the election of this Section 1directors of the Company.

Agreement to Vote. (a) Prior to any From the date hereof until the termination of this AgreementAgreement in accordance with Section 5.1, except to the Shareholder hereby agrees that it shall, extent waived in writing by GeoEye in its sole and shall cause any other holder of record of any Covered Shares toabsolute discretion, at any meeting of the shareholders stockholders of Company DigitalGlobe called to consider and vote upon the adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement (whether annual or special and whether or not an adjourned or postponed meetingincluding the DigitalGlobe Stockholders Meeting), however called, or at any adjournment thereof, or in connection with any written consent of the stockholders of DigitalGlobe or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of DigitalGlobe is sought for the adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement, the Stockholder agrees to vote (or cause to be voted) all of the Subject Shares (i) when in favor of adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof or thereof and (ii) against the following actions (other than the Combination and the transactions contemplated by the Merger Agreement): (A) any DigitalGlobe Takeover Proposal (other than any DigitalGlobe Takeover Proposal that (x) did not result from a breach of Section 5.03(a) of the Merger Agreement, (y) that the DigitalGlobe Board or an authorized and empowered committee thereof determined in good faith, after consultation with its outside financial and legal advisors, constituted a Superior DigitalGlobe Proposal and (z) that results in a DigitalGlobe Adverse Recommendation Change); (B) any reorganization, recapitalization, dissolution, liquidation or winding up of DigitalGlobe or any of its Subsidiaries; (C) any amendment of DigitalGlobe’s certificate of incorporation or by-laws, except as contemplated by the Merger Agreement; or (D) any other action or proposal involving DigitalGlobe that would reasonably be expected to prevent or materially impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement, including the Combination. (b) At any meeting of the stockholders of DigitalGlobe that is heldheld (including the DigitalGlobe Stockholders Meeting) to consider and vote upon the adoption of the Merger Agreement and approval of the Combination and the transactions contemplated by the Merger Agreement, appear the Stockholder shall, or shall direct the holder(s) of record of the Subject Shares on any applicable record date to, appear, in person or by proxy, at such meeting or otherwise cause the Covered Subject Shares to be counted as present thereat for the purpose purposes of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and the other transactions contemplated by the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement. (bc) SOLELY IN THE SHAREHOLDER HEREBY GRANTS TO, EVENT OF A FAILURE BY THE STOCKHOLDER TO ACT IN ACCORDANCE WITH THE STOCKHOLDER’S OBLIGATIONS AS TO VOTING OR EXECUTING A WRITTEN CONSENT PURSUANT TO SECTION 1.1(A) AND APPOINTS(B), THE PARENTSTOCKHOLDER HEREBY IRREVOCABLY GRANTS TO AND APPOINTS XXXXXXX X. X’XXXXXXX AND XXXXXXX X. XXXXXX, EACH OFFICER IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF THE PARENTGEOEYE, AND ANY OTHER DESIGNEE INDIVIDUAL WHO SHALL HEREAFTER SUCCEED TO ANY SUCH OFFICE OF THE PARENTGEOEYE, AND EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME, PLACE AND STEAD OF THE STOCKHOLDER, TO REPRESENT, VOTE AND OTHERWISE ACT (BY VOTING AT ANY MEETING OF STOCKHOLDERS OF DIGITALGLOBE, BY WRITTEN CONSENT IN LIEU THEREOF OR OTHERWISE) WITH RESPECT TO VOTE THE COVERED SUBJECT SHARES AS INDICATED OWNED OR HELD BY SUCH STOCKHOLDER REGARDING THE MATTERS REFERRED TO IN CLAUSE SECTION 1.1(A) AND (aB) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATEOF THIS AGREEMENT, TO THE SAME EXTENT AND WITH THE SAME EFFECT AS DEFINED BELOWTHE STOCKHOLDER MIGHT OR COULD DO UNDER APPLICABLE LAW, RULES AND REGULATIONS. THE PROXY GRANTED PURSUANT TO THIS SECTION 1.1(C) AND IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE. THE STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR AND WILL EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND PROXY. THE STOCKHOLDER HEREBY REVOKES ANY PROXY PREVIOUSLY AND ALL PREVIOUS PROXIES OR POWERS OF ATTORNEY GRANTED BY WITH RESPECT TO ANY OF THE SHAREHOLDER SUBJECT SHARES THAT MAY HAVE HERETOFORE BEEN APPOINTED OR GRANTED WITH RESPECT TO THE COVERED SHARES MATTERS REFERRED TO IN SECTION 1.1(A) OR (B), AND NO SUBSEQUENT PROXY (WHETHER REVOCABLE OR IRREVOCABLE) OR POWER OF ATTORNEY SHALL BE GIVEN BY THE SHAREHOLDER REPRESENTS TO STOCKHOLDER, EXCEPT AS REQUIRED BY ANY LETTER OF TRANSMITTAL IN CONNECTION WITH THE COMPANY THAT ANY SUCH COMBINATION. NOTWITHSTANDING THE FOREGOING, THIS PROXY IS NOT IRREVOCABLE)SHALL TERMINATE UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (ai) Prior to any termination Within ten (10) days after receipt of this Agreement, notice from the Shareholder hereby agrees that it shall, and shall cause any other holder Company setting the date (the "VOTE DATE") of record of any Covered Shares to, at any the meeting of the shareholders Company's stockholders at which the COC Issue is to be voted upon (but not earlier than ten (10) days after receipt of Company (whether annual or special and whether or not an adjourned or postponed meetingmaterials disclosing the material terms of the Change of Control Transaction), however called, Advent shall provide written notice to Canopy (ithe "INVESTOR VOTE NOTICE") when a meeting is held, appear at such meeting or otherwise cause indicating how the Covered Shares Investors intend the Proxy Securities to be counted as present thereat for voted by Advent on such COC Issue. If the purpose Investors do not agree on how to vote the Proxy Securities, the Investor Vote Notice shall set forth the various positions of establishing a quorumeach of the Investors with respect to the COC Issue and specify how the Proxy Securities are intended to be voted in light of such disagreement. In all events, and the Investor Vote Notice shall also set forth the number of shares of Series A Preferred Stock held by each Investor. (ii) vote (or caused If the Investor Vote Notice indicates that the Investors are in agreement as to how the Proxy Securities shall be voted, and Canopy desires that the Proxy Securities be voted differently on the COC Issue from the manner set forth in the Investor Vote Notice, then Canopy shall provide written notice to each of the Investors of such desire within five (5) days after receipt of the Investor Vote Notice. (iii) If the Investor Vote Notice indicates that the Investors are not in person agreement as to how the Proxy Securities shall be Voted, and Canopy desires that the Proxy Securities be voted differently on the COC Issue from the manner set forth in the Investor Vote Notice for any one of the Investors, then Canopy shall provide written notice to each of the Investors of such desire within five (5) days after receipt of the Investor Vote Notice. The proportionate amount of the Proxy Securities that are the subject of disagreement between any Investor and Canopy under this clause (iii) or by proxy clause (ii) above (which shall be in the same proportion as the Contested Investor's shares of Series A Preferred Stock are to all Covered Shares shares of Series A Preferred Stock then outstanding) are herein referred to as the "CONTESTED PROXY SECURITIES," and any Investor with which Canopy so disagrees is herein referred to as a "CONTESTED INVESTOR." (iv) Within five (5) days after the Investors' receipt of a notice from Canopy provided pursuant to clause (ii) or (iii) of this Section 2.2(b) (in either case, a "CANOPY VOTE NOTICE"), the Investors and Canopy shall meet at the Company's corporate headquarters to discuss their differences as to the intended vote, and, if five (5) days after commencement of such discussions: (A) in favor Canopy and all of the Merger and Investors agree that the other transactions contemplated Proxy Securities shall be voted on the COC Issue as set forth by any Investor in the Merger Agreement and (B) against any proposal, action Investor Vote Notice or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause the Canopy Vote Notice, then the Investor Vote Notice shall be deemed to have been changed (aif all Investors agree with Canopy Vote Notice) or the Canopy Vote Notice shall be deemed to have been withdrawn and, if applicable, the Investor Vote Notice shall be deemed to have been changed to reflect the agreement of all Investors (if Canopy and all Investors agree with the position of one or more Investors set forth in the Investor Vote Notice). In that case, Advent shall provide written notice of such agreement to all Investors and Canopy, and the Contested Proxy Securities shall be voted by Advent on the COC Issue in accordance with such agreement; or (B) Canopy and any Contested Investor(s) do not agree as to how the Contested Proxy Securities shall be voted on the COC Issue, then Advent shall be entitled to vote the Contested Proxy Securities in accordance with the Investor Vote Notice unless Canopy tenders payment with respect to the shares of Series A Preferred Stock designated by each Contested Investor pursuant to the exercise of the Put Right in accordance with Section 2.2(c) below. (v) In the event Canopy does not provide a Canopy Vote Notice, Canopy shall be deemed for purposes of this Section 12.2(b) to have agreed that Advent may vote the Proxy Securities on the COC Issue in the manner (or manners, as the Shareholder shall not be restricted from voting case may be) set forth in favor of, against or abstaining with respect to any matter presented to the shareholders of the CompanyInvestor Vote Notice. (dvi) If for any reason To the proxy granted herein extent that the number of days provided between notice of a stockholder vote and the Vote Date is not irrevocable, then, if instructed by the Parent in writingless than or more than forty (40), the Shareholder agrees time periods provided in this Section 2.2 shall be proportionately contracted or expanded, as the case may be. In all events, the time periods set forth in this Section 2.2 shall be contracted (proportionately) to vote (or cause the extent necessary to allow the procedures outlined in this Section 2.2 to be votedcompleted at least seven (7) Business Days prior to the Covered Shares in a manner consistent with clause (a) of this Section 1Vote Date.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause HILP and any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for consummation of the Transactions and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other transactions contemplated by business combination between the Merger Agreement Company and any other person (other than the Merger) and (B) against any proposalother action that could reasonably be expected to, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrateinterfere with, prevent delay, postpone or delay the consummation of adversely affect the Merger or any of the other Transactions, any transactions contemplated by this Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or this Agreement. (b) THE SHAREHOLDER EACH OF STOCKHOLDER AND HILP HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER THE PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S STOCKHOLDER'S AND HILP'S RESPECTIVE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER EACH OF STOCKHOLDER AND HILP INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER EACH OF STOCKHOLDER OR HILP WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for . In addition, nothing in this Agreement shall give Parent or any reason of its officers or designees the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for consummation of the other transactions contemplated by the Merger Agreement and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other person (other than the Merger) and (B) against any proposalother action that could reasonably be expected to, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrateinterfere with, prevent delay, postpone or delay the consummation of adversely affect the Merger or any of the other of the transactions contemplated by the Merger Agreement or by this Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER THE PRESIDENT OF PARENT AND THE TREASURER OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, AND EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for . In addition, nothing in this Agreement shall give Parent or any reason of its officers or designees the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination Until December 31, 2010, each of this Agreement, the Shareholder Parties hereby agrees that it it/he shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders of the Company (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, quorum and (ii) vote or consent (or caused to be votedvoted or consented) in person or by proxy all Covered Shares (A) in favor of the Merger and Shares, with respect to any matter presented to the other transactions contemplated by stockholders of the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreementin accordance with any instructions received from Xxxxxxxxx. (b) EACH OF THE SHAREHOLDER PARTIES HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENTXXXXXXXXX, AND ANY OTHER DESIGNEE OF THE PARENTXXXXXXXXX, AND EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S PARTIES’ IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (aA) OF THIS SECTION 1. EACH OF THE SHAREHOLDER PARTIES INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES REVOKE ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER PARTIES WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. 4.1 If the Holder owns, or has the power to control or direct the voting of, Subject Shares, the Holder hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the earlier of (ai) Prior to any the Effective Date, and (ii) the termination of this Agreement: (a) to vote or to cause to be voted the Subject Shares at the Target Meeting (or any adjournment or postponement thereof) in favour of the Transaction including, without limitation, the Shareholder hereby agrees that it shall, Arrangement Resolution and shall cause any other holder matter that could reasonably be expected to facilitate the Transaction; (b) to vote or cause to be voted the Subject Shares against any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of record of any Covered Shares to, the Transaction at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat called for the purpose of establishing considering same; (c) if the Holder is the holder of record of the Subject Shares, no later than five Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered to the Company, with a quorumcopy to the Offeror concurrently, a duly executed proxy or proxies in respect of the Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; (d) if the Holder is the beneficial owner of the Subject Shares, no later than 10 Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered to the Company, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with a copy to the Offeror concurrently, instructing that the Subject Shares be voted at the Target Meeting in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; and (e) such proxy or proxies in Section 4.1(c) shall name those individuals as may be designated by the Company in the Target Circular and shall not be revoked without the written consent of the Offeror. For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 4.1 to vote or to cause to be voted the Subject Shares if he or she duly instructs that the Subject Shares be voted in the applicable manner. 4.2 If the Holder owns, or has the power to control or direct the voting of, Subject Options or Subject Warrants and the holders of Options or Warrants, as applicable, are entitled to vote in respect of the Transaction or the applicable matter, the Holder hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the earlier of (i) the Effective Date, and (ii) the termination of this Agreement: (a) to vote or to cause to be voted the Subject Options or Subject Warrants, as applicable, at the Target Meeting (or caused to be votedany adjournment or postponement thereof) in person or by proxy all Covered Shares (A) in favor favour of the Merger Transaction including, without limitation, the Arrangement Resolution and any other matter that could reasonably be expected to facilitate the other transactions contemplated by the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement.Transaction; (b) THE SHAREHOLDER HEREBY GRANTS TOto vote or cause to be voted the Subject Options or Subject Warrants, AND APPOINTSas applicable, THE PARENTagainst any matter that could reasonably be expected to delay, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).prevent or frustrate the successful completion of the Transaction at any meeting of the shareholders of the Company called for the purpose of considering same; (c) Except if the Holder is the holder of record of the Subject Options or Subject Warrants, as set forth in clause (a) applicable, no later than five Business Days prior to the date of this Section 1the Target Meeting, the Shareholder Holder shall not deliver or cause to be restricted from voting delivered to the Company, with a copy to the Offeror concurrently, a duly executed proxy or proxies in favor ofrespect of the Subject Options or Subject Warrants, against as applicable, directing the holder of such proxy or abstaining with respect proxies to vote in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter presented that could reasonably be expected to facilitate the shareholders of the Company.Transaction; (d) If for any reason if the proxy granted herein Holder is not irrevocablethe beneficial owner of the Subject Options or Subject Warrants, thenas applicable, if instructed by no later than 10 Business Days prior to the Parent in writingdate of the Target Meeting, the Shareholder agrees to vote (Holder shall deliver or cause to be voteddelivered to the Company, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Options or Subject Warrants (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with a copy to the Offeror concurrently, instructing that the Subject Options or Subject Warrants, as applicable, be voted at the Target Meeting in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; and (e) such proxy or proxies in Section 4.2(c) shall name those individuals as may be designated by the Covered Company in the Target Circular and shall not be revoked without the written consent of the Offeror. For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Options or Subject Warrants, the Holder will be deemed to satisfy its obligations under this Section 4.2 to vote or to cause to be voted the Subject Options or Subject Warrants if he or she duly instructs that the Subject Shares be voted in a manner consistent the applicable manner. 4.3 The Holder irrevocably and unconditionally covenants and agrees that the Holder will not exercise any rights of dissent provided under any applicable Laws or otherwise in connection with clause (a) the Transaction. 4.4 The Holder irrevocably and unconditionally consents to the details of this Section 1Agreement being set out in the Target Circular and this Agreement being made publicly available, including by filing on SEDAR.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares on any applicable record date to, at any meeting of the shareholders stockholders of Company Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting, submit a proxy to vote the Covered Shares at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, quorum and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the issuance of shares of Parent Common Stock in connection with the Merger and the other transactions contemplated by the Merger Agreement (including shares of Parent Common Stock issuable upon the exercise of warrants to purchase Company Common Stock assumed in the Merger and (B) against upon exercise of the Warrants issued in the Merger), and any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the other matters reasonably determined to be necessary for consummation of the Merger or the other transactions contemplated by the Merger Agreement, as the Merger Agreement may be modified or this amended from time to time in a manner not adverse to Stockholder, and against any other proposal properly put to a vote of the stockholders of Parent that would be reasonably likely to result in or cause a breach of Parent’s representations and warranties set forth in the Merger Agreement. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENTCOMPANY, EACH THE CHIEF FINANCIAL OFFICER OF THE PARENTCOMPANY AND THE SECRETARY OF THE COMPANY, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF THE COMPANY, AND ANY OTHER DESIGNEE OF THE PARENTCOMPANY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) SUBSTITUTION AND RESUBSTITUTION), TO THE FULL EXTENT OF STOCKHOLDER’S RIGHTS WITH RESPECT TO THE OWNED SHARES, TO VOTE THE COVERED SHARES AS INDICATED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN CLAUSE (a) OF THIS SECTION 1; PROVIDED, HOWEVER, THAT THE PROXY GRANTED PURSUANT TO THIS CLAUSE (b) SHALL IMMEDIATELY TERMINATE AND HAVE NO FURTHER FORCE AND EFFECT UPON THE TERMINATION OF THIS AGREEMENT AND ANY ACTION TAKEN BY ANY AUTHORIZED PARTY PURSUANT TO THE PROXY GRANTED HEREBY SHALL PROVIDE THAT STOCKHOLDER MAY REVOKE SUCH ACTION EFFECTIVE UPON TERMINATION OF THIS AGREEMENT. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL DURING THE TERMINATION DATE, AS DEFINED BELOW) TERM OF THIS AGREEMENT AND COUPLED WITH AN INTEREST AND INTEREST. STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY REASONABLY BE DETERMINED TO BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT EXTENT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS IRREVOCABLE PROXY WILL NOT BE EXERCISED BY ANY SUCH PROXY IS NOT IRREVOCABLE)AUTHORIZED PARTY UNLESS STOCKHOLDER BREACHES ITS OBLIGATIONS UNDER CLAUSE (a) OF SECTION 1 OF THIS AGREEMENT. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of Parent. In addition, nothing in this Agreement shall give the Company. (d) If for Company or any reason of its officers or designees the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused cause to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for the consummation of the Transactions and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other transactions contemplated by business combination between the Merger Agreement Company and any other Person (other than the Merger) and (B) against any proposalother action that could reasonably be expected to, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrateinterfere with, prevent delay, postpone or delay the consummation of adversely affect the Merger or any of the other Transactions, any transactions contemplated by this Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or Agreement. For the purposes of this Agreement, the term “Person” means a natural person, corporation, trust, partnership, joint venture, association, limited liability company or other business or other legal entity of any kind. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER THE PRESIDENT OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for . In addition, nothing in this Agreement shall give Parent or any reason of its officers or designees the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreement, subject to Section 7 hereof (in the Shareholder case of Xxxxxxxxxx), each of the Stockholders hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for consummation of the Transactions and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other transactions contemplated by business combination between the Merger Agreement Company and any other person (other than the Merger) and (B) against any proposal, other action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would that could reasonably be expected to impede, frustrateinterfere with, prevent delay, postpone or delay the consummation of adversely affect the Merger or any of the other Transactions, any transactions contemplated by this Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or this Agreement. (b) EACH OF THE SHAREHOLDER STOCKHOLDERS HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER SENIOR MANAGING DIRECTOR OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. EACH OF THE SHAREHOLDER STOCKHOLDERS INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER EACH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for any reason . In addition, nothing in this Agreement shall give Parent the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder subject to Section 7 hereof, Stockholder hereby agrees that it shall, and shall cause the Record Holder and any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for consummation of the Transactions and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other transactions contemplated by business combination between the Merger Agreement Company and any other person (other than the Merger) and (B) against any proposalother action that could reasonably be expected to, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrateinterfere with, prevent delay, postpone or delay the consummation of adversely affect the Merger or any of the other Transactions, any transactions contemplated by this Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or this Agreement. (b) THE SHAREHOLDER EACH OF STOCKHOLDER AND RECORD HOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH THE CHIEF EXECUTIVE OFFICER OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER EACH OF STOCKHOLDER AND RECORD HOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER EACH OF STOCKHOLDER OR RECORD HOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for any reason . In addition, nothing in this Agreement shall give Parent the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreementthe Termination Date (as defined herein), the Shareholder hereby each Stockholder agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for consummation of the Merger and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other business combination between the Company and any other person (other than the Merger) and (B) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect the Merger or any of the transactions contemplated by the Merger Agreement and (B) against Transaction Agreement, any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger this Agreement or this any transaction that results in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company or Parent under the Transaction Agreement. (b) THE SHAREHOLDER EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, NEWCO, THE PARENT, EACH OFFICER SENIOR MEMBER OF THE PARENTNEWCO, AND ANY OTHER DESIGNEE OF THE PARENTNEWCO, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder No Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for any reason . In addition, nothing in this Agreement shall give Newco the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares at any meeting of the stockholders of the Company other than as provided in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to For so long as any termination member of this Agreementthe Rocket Group owns any Rocket Marine Shares, the Shareholder each of Aries Energy, Rocket Marine, Xxxxxxxx and Xxxxx hereby agrees that it shall, and shall cause any other holder of record of any Covered Rocket Marine Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of the stockholders of the Company (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Rocket Marine Shares to be counted as present thereat for the purpose of establishing a quorum, quorum and (ii) vote or consent (or caused to be votedvoted or consented) in person or by proxy all Covered Shares (A) in favor of the Merger and Rocket Marine Shares, with respect to any matter presented to the other transactions contemplated by stockholders of the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreementin accordance with any instructions received from Purchaser. (b) THE SHAREHOLDER ROCKET MARINE HEREBY GRANTS TO, AND APPOINTS, PURCHASER, THE PARENT, EACH PRESIDENT OF PURCHASER AND THE CHIEF FINANCIAL OFFICER OF THE PARENTPURCHASER, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PURCHASER, AND ANY OTHER DESIGNEE OF THE PARENTPURCHASER, AND EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERROCKET MARINE’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED ROCKET MARINE SHARES AS INDICATED IN CLAUSE (aA) OF THIS SECTION 1. THE SHAREHOLDER ROCKET MARINE INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES REVOKE ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER ROCKET MARINE WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)ROCKET MARINE SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder subject to Section 7 hereof, Stockholder hereby agrees that it shall, and shall cause the Record Holder and any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and any other matters necessary for consummation of the Transactions and (iii) vote (or cause to be voted) all Covered Shares against (A) any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets or other transactions contemplated by business combination between the Merger Agreement Company and any other person (other than the Merger) and (B) against any proposalother action that could reasonably be expected to, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrateinterfere with, prevent delay, postpone or delay the consummation of adversely affect the Merger or any of the other Transactions, any transactions contemplated by this Agreement or result in a breach in any material respect of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or this Agreement. (b) THE SHAREHOLDER EACH OF STOCKHOLDER AND RECORD HOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH THE CHIEF EXECUTIVE OFFICER OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER EACH OF STOCKHOLDER AND RECORD HOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER EACH OF STOCKHOLDER OR RECORD HOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)SHARES. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for any reason . In addition, nothing in this Agreement shall give Parent the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders of Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, and to the fullest permitted by law (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and the other transactions contemplated by the Merger Agreement Contemplated Transactions and (B) against any proposal, action or transaction involving Company or Xxxxxx and Companyany of its Subsidiaries, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. I. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1I, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.I.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting, submit a proxy to vote the Covered Shares at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the adoption of the Merger Agreement and any other matters necessary for consummation of the other transactions contemplated by the Merger Agreement and (B) against any proposalAgreement, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by as the Merger Agreement may be modified or this Agreementamended from time to time in a manner not adverse to Stockholder, and (iii) vote (or cause to be voted) all Covered Shares against any Competing Proposal. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH THE CHIEF FINANCIAL OFFICER OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN CLAUSE (a) OF THIS SECTION 1, PROVIDED, HOWEVER, THAT THE PROXY GRANTED PURSUANT TO THIS CLAUSE (b) SHALL IMMEDIATELY TERMINATE AND HAVE NO FURTHER FORCE AND EFFECT UPON THE TERMINATION OF THIS AGREEMENT. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL DURING THE TERMINATION DATE, AS DEFINED BELOW) TERM OF THIS AGREEMENT AND COUPLED WITH AN INTEREST AND INTEREST. STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)EXTENT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for . In addition, nothing in this Agreement shall give Parent or any reason of its officers or designees the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting, submit a proxy to vote the Covered Shares at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the adoption of the Merger Agreement and any other matters necessary for consummation of the other transactions contemplated by the Merger Agreement and (B) against any proposalAgreement, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by as the Merger Agreement may be modified or this Agreementamended from time to time in a manner not adverse to Stockholder, and (iii) vote (or cause to be voted) all Covered Shares against any Competing Proposal. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH THE CHIEF FINANCIAL OFFICER OF PARENT AND THE SECRETARY OF PARENT, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN ACCORDANCE WITH THE TERMS AND CONDITIONS SET FORTH IN CLAUSE (a) OF THIS SECTION 1, PROVIDED, HOWEVER, THAT THE PROXY GRANTED PURSUANT TO THIS CLAUSE (b) SHALL IMMEDIATELY TERMINATE AND HAVE NO FURTHER FORCE OR EFFECT UPON THE TERMINATION OF THIS AGREEMENT. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL DURING THE TERMINATION DATE, AS DEFINED BELOW) TERM OF THIS AGREEMENT AND COUPLED WITH AN INTEREST AND INTEREST. STOCKHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)EXTENT INCONSISTENT WITH THE TERMS OF THIS AGREEMENT. (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the Company. (d) If for . In addition, nothing in this Agreement shall give Parent or any reason of its officers or designees the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees right to vote (or cause to be voted) the any Covered Shares in a manner consistent connection with clause (a) the election of this Section 1directors.

Agreement to Vote. (a) Prior to any termination During the term of this Agreement, and notwithstanding the Shareholder hereby agrees that it shallprovisions of Article Four, Sections 6(b), 6(c) and shall cause any other holder of record of any Covered Shares to, at any meeting 6(d) of the shareholders Amended and Restated Articles of Incorporation of the Company (whether annual or special and whether or not an adjourned or postponed meetingthe "Restated Articles"), however calledthe Shareholders shall vote or act with respect to all shares of the Company's voting securities now or hereafter owned by them, (i) when a meeting is held, appear at such meeting whether beneficially or otherwise cause (the Covered Shares "Shares"), so as to be counted as present thereat for elect the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor directors of the Merger Company as follows: (a) One designee of Charter I and Charter II (the other transactions contemplated by the Merger Agreement "Charter Designee") who shall be reasonably acceptable to Volendam and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation Ciba-Geigy. The Charter Designee shall initially be A. Bxxx Xxxax. Xxy vacancy occurring because of the Merger death, resignation, or removal of the other transactions contemplated by the Merger Agreement or Charter Designee shall be filled according to this Agreementparagraph 1(a). (b) THE SHAREHOLDER HEREBY GRANTS TOOne designee of Volendam (the "Volendam Designee"), AND APPOINTSwho shall be reasonably acceptable to Charter I, THE PARENTCharter II and Ciba-Geigy. The Volendam Designee shall initially be Denix Xxxxxx. Xxy vacancy occurring because of the death, EACH OFFICER OF THE PARENTresignation, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLEor removal of the Volendam Designee shall be filled according to this paragraph 1(b). (c) Except as set forth in clause One designee of Ciba-Geigy (a) of this Section 1the "Ciba-Geigy Designee"), the Shareholder who shall not be restricted from voting in favor ofreasonably acceptable to Charter I, against or abstaining with respect to any matter presented to the shareholders Charter II and Volendam. The Ciba-Geigy Designee shall initially be Dr. Xxxxxxxx Xxxxxxxx. Any vacancy occurring because of the Companydeath, resignation, or removal of the Ciba-Geigy Designee shall be filled according to this paragraph 1(c). (d) If for any reason With respect to the proxy granted herein is remaining directors not irrevocableelected pursuant to Sections 1(a), then, if instructed by the Parent in writing(b) and (c), the Shareholder agrees Shareholders shall vote their Shares to elect directors who are not affiliated in any material respect with any of the Shareholders but are reasonably acceptable to all of the Shareholders (the "Remaining Designees"). The Shareholders shall vote (their Shares to fill any vacancy occurring because of the death, resignation, or cause removal of a Remaining Designee according to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1paragraph 1(d).

Agreement to Vote. 4.1 If the Holder owns, or has the power to control or direct the voting of, Subject Shares, the Holder hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the earlier of (ai) Prior to any the Effective Date, and (ii) the termination of this Agreement: (a) to vote or to cause to be voted the Subject Shares at the Target Meeting (or any adjournment or postponement thereof) in favour of the Transaction including, without limitation, the Shareholder hereby agrees that it shall, Arrangement Resolution and shall cause any other holder matter that could reasonably be expected to facilitate the Transaction; (b) to vote or cause to be voted the Subject Shares against any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of record of any Covered Shares to, the Transaction at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat called for the purpose of establishing considering same; (c) if the Holder is the holder of record of the Subject Shares, no later than five Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered to the Company, with a quorumcopy to the Offeror concurrently, a duly executed proxy or proxies in respect of the Subject Shares directing the holder of such proxy or proxies to vote in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; (d) if the Holder is the beneficial owner of the Subject Shares, no later than 10 Business Days prior to the date of the Target Meeting, the Holder shall deliver or cause to be delivered to the Company, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Shares (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with a copy to the Offeror concurrently, instructing that the Subject Shares be voted at the Target Meeting in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; and (e) such proxy or proxies in Section 4.1(c) shall name those individuals as may be designated by the Company in the Target Circular and shall not be revoked without the written consent of the Offeror. For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Shares, the Holder will be deemed to satisfy its obligations under this Section 4.1 to vote or to cause to be voted the Subject Shares if he or she duly instructs that the Subject Shares be voted in the applicable manner. 4.2 If the Holder owns, or has the power to control or direct the voting of, Subject Options orSubject Warrants and the holders of Options or Warrants, as applicable, are entitled to vote in respect of the Transaction or the applicable matter, the Holder hereby irrevocably and unconditionally covenants and agrees that from the date hereof until the earlier of (i) the Effective Date, and (ii) the termination of this Agreement: (a) to vote or to cause to be voted the Subject Options or Subject Warrants, as applicable, at the Target Meeting (or caused to be votedany adjournment or postponement thereof) in person or by proxy all Covered Shares (A) in favor favour of the Merger Transaction including, without limitation, the Arrangement Resolution and any other matter that could reasonably be expected to facilitate the other transactions contemplated by the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement.Transaction; (b) THE SHAREHOLDER HEREBY GRANTS TOto vote or cause to be voted the Subject Options or Subject Warrants, AND APPOINTSas applicable, THE PARENTagainst any matter that could reasonably be expected to delay, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).prevent or frustrate the successful completion of the Transaction at any meeting of the shareholders of the Company called for the purpose of considering same; (c) Except if the Holder is the holder of record of the Subject Options or Subject Warrants, as set forth in clause (a) applicable, no later than five Business Days prior to the date of this Section 1the Target Meeting, the Shareholder Holder shall not deliver or cause to be restricted from voting delivered to the Company, with a copy to the Offeror concurrently, a duly executed proxy or proxies in favor ofrespect of the Subject Options or Subject Warrants, against as applicable, directing the holder of such proxy or abstaining with respect proxies to vote in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter presented that could reasonably be expected to facilitate the shareholders of the Company.Transaction; (d) If for any reason if the proxy granted herein Holder is not irrevocablethe beneficial owner of the Subject Options or Subject Warrants, thenas applicable, if instructed by no later than 10 Business Days prior to the Parent in writingdate of the Target Meeting, the Shareholder agrees to vote (Holder shall deliver or cause to be voteddelivered to the Company, a duly executed voting instruction form to the intermediary through which the Holder holds its beneficial interest in the Subject Options or Subject Warrants (provided that if the Holder is a non-objecting beneficial owner, such voting instructions shall be delivered directly to the Company), with a copy to the Offeror concurrently, instructing that the Subject Options or Subject Warrants, as applicable, be voted at the Target Meeting in favour of the Transaction including, without limitation, the Arrangement Resolution and/or any matter that could reasonably be expected to facilitate the Transaction; and (e) such proxy or proxies in Section 4.2(c) shall name those individuals as may be designated by the Covered Company in the Target Circular and shall not be revoked without the written consent of the Offeror. For the avoidance of doubt, if the Holder is the beneficial owner but not the holder of record of the Subject Options or Subject Warrants, the Holder will be deemed to satisfy its obligations under this Section 4.2 to vote or to cause to be voted the Subject Options or Subject Warrants if he or she duly instructs that the Subject Shares be voted in a manner consistent the applicable manner. 4.3 The Holder irrevocably and unconditionally covenants and agrees that the Holder will notexercise any rights of dissent provided under any applicable Laws or otherwise in connection with clause (a) the Transaction. 4.4 The Holder irrevocably and unconditionally consents to the details of this Section 1Agreement beingset out in the Target Circular and this Agreement being made publicly available, including by filing on SEDAR.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of Company Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger Amendment and the other transactions contemplated by the Merger Agreement Share Issuance and (B) against any proposal, action or transaction involving Company Parent or Xxxxxx and Companyany of its Subsidiaries, which proposal, action or transaction would impede, frustrate, prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this AgreementAgreement or the approval of the Amendment or the Share Issuance. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENTCOMPANY, EACH THE CHIEF EXECUTIVE OFFICER OF THE PARENTCOMPANY AND THE SECRETARY OF THE COMPANY, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF THE COMPANY, AND ANY OTHER DESIGNEE OF THE PARENTCOMPANY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the CompanyParent. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent Company in writing, the Shareholder Stockholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. REI hereby irrevocably agrees that, from and after the date hereof until the Expiration Date (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares toas defined below), at any annual, special or any other meeting of the shareholders of the Company (whether annual or special and whether adjournment or not an adjourned or postponed meetingpostponement thereof), however calledcalled or in respect of which REI is or may be entitled to act by written consent, REI shall vote (or cause to be voted) all of the REI Securities and any other shares of Company Common Stock, that pursuant to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, REI may direct the vote thereof with respect to matters similar to those set forth in the following clauses (i) and (ii) (such shares, the "Other Securities" and together with the REI Securities, the "Subject Securities"), (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of adoption and approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (Bii) except as otherwise agreed to in writing in advance by Parent, against (a) any proposalextraordinary corporate transaction, action such as a merger, consolidation or transaction other business combination involving the Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of (other than the Merger or and the other transactions contemplated by the Merger Agreement or this Agreement. ), (b) THE SHAREHOLDER HEREBY GRANTS TOa sale, AND APPOINTSlease or transfer of all or substantially all of the assets of the Company, THE PARENTor (c) a reorganization, EACH OFFICER OF THE PARENTrecapitalization, AND ANY OTHER DESIGNEE OF THE PARENTdissolution or liquidation of the Company. REI shall not enter into any agreement or understanding with any Person prior to the Expiration Date to vote in any manner inconsistent herewith. In furtherance of the transactions contemplated hereby, EACH OF THEM INDIVIDUALLYon the date hereof, THE SHAREHOLDER’S IRREVOCABLE REI will execute and deliver to Parent an irrevocable proxy in the form of Exhibit A hereto (UNTIL THE TERMINATION DATEthe "Proxy") and irrevocably appoint Parent or its designees, AS DEFINED BELOW) PROXY AND ATTORNEYits attorney-INin-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE fact and proxy to vote all of the Subject Securities to the extent provided in the Proxy, with full power of substitution. REI acknowledges that the Proxy (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE shall be coupled with an interest, (UNTIL THE TERMINATION DATEb) constitutes, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). among other things, an inducement for Parent and Merger Sub to enter into the Merger Agreement, and (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall be irrevocable and shall not be restricted from voting in favor of, against or abstaining terminated upon the occurrence of any event; provided that the Proxy shall terminate upon the Expiration Date. REI hereby revokes all other proxies and powers of attorney with respect to any matter presented the Subject Securities that it may have heretofore appointed or granted, and no subsequent proxy or power of attorney shall be granted (and if granted, shall not be effective) by REI prior to the shareholders of the CompanyExpiration Date with respect thereto. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shall, and shall cause to attend the Dynegy Special Meeting (or any other holder of record of any Covered Shares to, at any meeting of stockholders of Dynegy at which the shareholders of Company (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and the other transactions matters contemplated by the Merger Agreement are to be presented to a vote of stockholders of Dynegy), in person or by proxy, and to vote (or cause to be voted) any voting securities of Dynegy that as of the applicable record date Shareholder owns beneficially and has the power to vote (or cause to be voted) (including any such securities acquired hereafter) (collectively, the “Covered Shares”) for approval and adoption of: (i) the Merger Agreement, (ii) the Merger, and (Biii) against any proposalto the extent submitted to the stockholders of Dynegy for approval in connection with the Merger, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this AgreementTransactions. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder hereby agrees to vote (or cause to be voted) the any Covered Shares against any Dynegy Takeover Proposal and any related action reasonably required in a manner consistent furtherance thereof, at any meeting of stockholders of Dynegy (including any adjournments or postponements thereof) called to consider and vote on any Dynegy Takeover Proposal. (c) To the extent inconsistent with clause (a) the foregoing provisions of this Section 11 or the other provisions of this Agreement, Shareholder hereby revokes any and all previous proxies with respect to the Covered Shares. (d) Shareholder hereby agrees (i) that it will not exercise any of its rights under Article III, Section 7(B) of Dynegy’s By-laws with respect to the transactions contemplated by the Merger Agreement and (ii) the Second Amended and Restated Shareholder Agreement dated as of May 26, 2006 between Dynegy and Shareholder (the “Shareholder Agreement”) and the Amended and Restated Registration Rights Agreement (Common Stock), dated August 11, 2003, between Dynegy and Shareholder shall terminate as of the Effective Time of the Merger. (e) Nothing herein contained shall (i) restrict, limit or prohibit any individual who may represent Shareholder on the Dynegy Board from exercising (in his or her capacity as a director or officer) his or her fiduciary duties to the stockholders of Dynegy under applicable law, or (ii) require any individual, in his or her capacity as an officer of Dynegy, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the Dynegy Board undertaken in the exercise of his or her fiduciary duties, provided that nothing in this Section 1(e) shall relieve or be deemed to relieve Shareholder from its obligations under Sections 1 or 2 of this Agreement.

Agreement to Vote. The Swisher Trusts and Swisher hereby irrevocably agree that, from and axxxx xxe date hereox xxxxx the Expiration Date (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares toas defined below), at any annual, special or any other meeting of the shareholders of the Company (whether annual or special and whether adjournment or not an adjourned or postponed meetingpostponement thereof), however calledcalled or in respect of which the Swisher Trusts and/or Swisher are or may be entitled to act by writtxx xxxxent, the Swishex Xxxxxs and Swisher shall vote (or cause to be voted) all of xxx Xxxsher Securitxxx xxx any other shares of Company Common Stock, thax xxxxxant to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, the Swisher Trusts and/or Swisher may direct the vote thereof with respexx xx xatters similar xx xxxxe set forth in the following clauses (i) and (ii) (such shares, the "Other Securities" and together with the Swisher Securities, the "Subject Securities"), (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of adoptxxx xxx approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and (Bii) except as otherwise agreed to in writing in advance by Parent, against (a) any proposalextraordinary corporate transaction, action such as a merger, consolidation or transaction other business combination involving the Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of (other than the Merger or and the other transactions contemplated by the Merger Agreement or this Agreement. ), (b) THE SHAREHOLDER HEREBY GRANTS TOa sale, AND APPOINTSlease or transfer of all or substantially all of the assets of the Company, THE PARENTor (c) a reorganization, EACH OFFICER OF THE PARENTrecapitalization, AND ANY OTHER DESIGNEE OF THE PARENTdissolution or liquidation of the Company. The Swisher Trusts and Swisher shall not enter into any agreement or undxxxxxxxing with any Xxxxxx prior to the Expiration Date to vote in any manner inconsistent herewith. In furtherance of the transactions contemplated hereby, EACH OF THEM INDIVIDUALLYon the date hereof, THE SHAREHOLDER’S IRREVOCABLE the Swisher Trusts and Swisher will execute and deliver to Parent an irrxxxxxxxe proxy in txx xxxx of Exhibit A hereto (UNTIL THE TERMINATION DATEthe "Proxy") and irrevocably appoint Parent or its designees, AS DEFINED BELOW) PROXY AND ATTORNEYits attorney-INin-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE fact and proxy to vote all of the Subject Securities to the extent provided in the Proxy, with full power of substitution. The Swisher Trusts and Swisher acknowledge that the Proxy (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE shall be cxxxxxx with an intexxxx, (UNTIL THE TERMINATION DATEb) constitutes, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). among other things, an inducement for Parent and Merger Sub to enter into the Merger Agreement, and (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall be irrevocable and shall not be restricted from voting in favor ofterminated upon the occurrence of any event; provided that the Proxy shall terminate upon the Expiration Date. The Swisher Trusts and Swisher hereby revoke all other proxies and powerx xx xxtorney with xxxxxxx to the Subject Securities that they may have heretofore appointed or granted, against and no subsequent proxy or abstaining power of attorney shall be granted (and if granted, shall not be effective) by the Swisher Trusts and/or Swisher with respect to any matter presented thereto prior to the shareholders of the CompanyExpixxxxxx Date. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination the Termination Date (as defined herein), each Sponsor and Insider Party, in its capacity as a shareholder of this AgreementAthena, the Shareholder hereby irrevocably and unconditionally agrees that it shall, and shall cause at the meeting of Athena’s shareholders to be convened for the purpose of obtaining the requisite shareholder approval of the proposals in connection with the Transactions or any other holder of record of any Covered Shares to, at any meeting of the Athena’s shareholders of Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof), however called, such Sponsor and Insider Party shall: (ia) if and when a such meeting is held, appear at such meeting or otherwise cause the all Covered Shares owned by such Sponsor and Insider Party as of the record date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger and the other transactions contemplated by the Merger Agreement and (B) against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement.; (b) THE SHAREHOLDER HEREBY GRANTS TOvote, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted, at such meeting all of such Sponsor and Insider Party’s SPAC Covered Shares (as defined below) owned as of the record date for such meeting in favor of each of the Transaction Proposals and any other matters necessary or reasonably requested by Athena for consummation of the Transactions, including any actions necessary to effectuate the matters contemplated by the Transaction Proposals; (c) vote or cause to be voted at such meeting all of such Sponsor and Insider Party’s SPAC Covered Shares against any SPAC Acquisition Proposal and any other action that (i) would reasonably be expected to materially impede, interfere with, delay, postpone, nullify or adversely affect the Transactions, or (ii) would result in the failure of any condition set forth in Article X of the Business Combination Agreement to be satisfied or result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in this Agreement; and (d) the Covered Shares obligations of the Sponsor and Insider Parties specified in a manner consistent with clause this Section 1 shall apply whether or not the Transactions or any action described above are recommended by the board of directors of Athena (athe “Athena Board”) or the Athena Board has changed, withdrawn, withheld, qualified or modified, or publicly proposed to change, withdraw, withhold, qualify or modify, its recommendation to adopt and/or approve the Transaction Proposals. For purposes of this Section 1Agreement, “SPAC Covered Shares” means all SPAC Class A Shares and SPAC Class B Shares held by such Sponsor and Insider Party as of the date hereof together with any SPAC Class B Shares and SPAC Class A Shares acquired by such Sponsor and Insider Party after the date hereof.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder hereby agrees that it shallthat, from and after the date hereof and until this Agreement shall cause any other holder of record of any Covered Shares tohave been terminated in accordance with Section 6, at any meeting of the shareholders holders of Company (whether annual or special and whether or not an adjourned or postponed meeting)common stock, however called, (i) when a meeting is heldor in connection with any written consent of the holders of Company common stock, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) Shareholder shall vote (or caused cause to be voted) in person or by proxy all Covered Shareholder's Shares (Ai) in favor of adoption and approval of the Merger Agreement and the Merger and the approval of the terms thereof and each of the other transactions actions contemplated by the Merger Agreement and this Agreement and (Bii) except as otherwise agreed to in writing in advance by Parent, against any proposal, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of following actions (other than the Merger or and the other transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of the Company or its Subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of the Company or its Subsidiaries; (C) any other action involving the Company or its Subsidiaries which has the effect of impeding, interfering with, delaying, postponing, or impairing (A) the ability of the Company to consummate the Merger or (B) the transactions contemplated by this Agreement and the Merger Agreement. Shareholder shall not enter into any agreement or understanding with any person or entity prior to the termination of this AgreementAgreement to vote in any manner inconsistent herewith. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER PARENT AND ANY DESIGNEE OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S 'S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 11(a). THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES. THE PROXY GRANTED BY SHAREHOLDER PURSUANT TO THIS SECTION 1(b) IS GRANTED IN ORDER TO SECURE SHAREHOLDER'S PERFORMANCE UNDER THIS AGREEMENT AND ALSO IN CONSIDERATION OF PARENT AND MERGER SUB ENTERING INTO THIS AGREEMENT AND THE MERGER AGREEMENT. IF SHAREHOLDER FAILS FOR ANY REASON TO BE COUNTED AS PRESENT AND VOTE SHAREHOLDER'S SHARES IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 1(a) (OR ANTICIPATORILY BREACHES SUCH SECTION), THEN PARENT OR ITS DESIGNEES SHALL HAVE THE SHAREHOLDER REPRESENTS RIGHT TO CAUSE TO BE PRESENT OR VOTE SHAREHOLDER'S SHARES IN ACCORDANCE WITH SECTION 1(a). THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE)GRANTED BY THIS SECTION 1(b) SHALL BE AUTOMATICALLY REVOKED UPON TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. (a) Prior to any termination of this Agreement, the Shareholder Stockholder hereby agrees that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders stockholders of Company Parent (whether annual or special and whether or not an adjourned or postponed meeting), however called, (i) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose of establishing a quorum, and (ii) vote (or caused to be voted) in person or by proxy all Covered Shares (A) in favor of the Merger Amendment and the other transactions contemplated by the Merger Agreement Share Issuance and (B) against any proposal, action or transaction involving Company Parent or Xxxxxx and Companyany of its Subsidiaries, which proposal, action or transaction would impede, frustrate, prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this AgreementAgreement or the approval of the Amendment or the Share Issuance. (b) THE SHAREHOLDER STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENTCOMPANY, EACH THE CHIEF EXECUTIVE OFFICER OF THE PARENTCOMPANY AND THE SECRETARY OF THE COMPANY, IN THEIR RESPECTIVE CAPACITIES AS OFFICERS OF THE COMPANY, AND ANY OTHER DESIGNEE OF THE PARENTCOMPANY, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDERSTOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders stockholders of the CompanyParent. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent Company in writing, the Shareholder Stockholder agrees to vote (or cause to be voted) the Covered Shares in a manner consistent with clause (a) of this Section 1.

Agreement to Vote. So long as the Board of Directors of Parent (athe “Parent Board”) Prior has not withdrawn or modified, in a manner adverse to any termination of this AgreementPurchaser, the Shareholder hereby agrees recommendation that it shall, and shall cause any other holder of record of any Covered Shares to, at any meeting of the shareholders of Company Parent approve the Shareholder Resolutions (whether annual or special and whether or not an adjourned or postponed meetingas defined below), however calledeach Cypress Shareholder shall: (A) attend (either in person or by proxy) the shareholder meeting (including any adjournment or postponement thereof) and, if necessary, any other meeting of holders of Parent’s 6.50% senior convertible participating shares (ithe “Participating Shares”) when a meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat convened for the purpose of establishing a quorum, and (ii) vote (considering all or caused to be voted) in person or by proxy all Covered Shares (A) in favor any of the Merger and the other transactions matters contemplated by the Merger Agreement and Shareholder Resolutions (whether separate from, or together with, holders of Parent’s ordinary shares (the “Ordinary Shares”)) (such meeting(s), including any adjournment or postponement thereof, the “Shareholder Meeting”); and (B) against any proposalvote, action or transaction involving Company or Xxxxxx and Company, which proposal, action or transaction would impede, frustrate, prevent or delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement. (b) THE SHAREHOLDER HEREBY GRANTS TO, AND APPOINTS, THE PARENT, EACH OFFICER OF THE PARENT, AND ANY OTHER DESIGNEE OF THE PARENT, EACH OF THEM INDIVIDUALLY, THE SHAREHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN CLAUSE (a) OF THIS SECTION 1. THE SHAREHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE, AS DEFINED BELOW) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY THE SHAREHOLDER WITH RESPECT TO THE COVERED SHARES (THE SHAREHOLDER REPRESENTS TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). (c) Except as set forth in clause (a) of this Section 1, the Shareholder shall not be restricted from voting in favor of, against or abstaining with respect to any matter presented to the shareholders of the Company. (d) If for any reason the proxy granted herein is not irrevocable, then, if instructed by the Parent in writing, the Shareholder agrees to vote (or cause to be voted, all of the Participating Shares “beneficially owned” (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by such Cypress Shareholder as at the date of this letter agreement and any further Participating Shares acquired by such Cypress Shareholder after the date of this letter agreement (collectively, the “Relevant Shares”) in favor of (i)(a) the Covered Shares transactions contemplated by the Stock Purchase Agreement (and not conditioned upon shareholder approval of resolution (ii) below); (i)(b) the transactions contemplated by the Stock Purchase Agreement (and conditioned upon shareholder approval of resolution (ii) below); (ii) that Parent be wound up voluntarily (the “Members Voluntary Liquidation”); (iii) that Xxxxxx Xxxxxx and Xxxxxxx X’Xxxxxxx of KPMG LLP be appointed joint liquidators for the purpose of the voluntary winding up of Parent and to act either alone or jointly; (iv) the powers of the joint liquidators and the ability of the directors of Parent to take steps to close the transactions contemplated in a manner consistent the Stock Purchase Agreement (to the extent necessary); (v) the remuneration of the joint liquidators; and (vi) the authorization of the joint liquidators to wind up the remaining subsidiaries of Parent, each of which shall be passed in accordance with clause all applicable laws and the articles of association of Parent (a) of this Section 1collectively, the “Shareholder Resolutions”).