Common use of Grant of Irrevocable Proxy; Appointment of Proxy Clause in Contracts

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH PARENT HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXXXXXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ PARENT’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SHARES SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR BOARD OF DIRECTORS OF THE WMLP CONFLICTS COMMITTEE, AS APPLICABLECOMPANY) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER PARENT 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS PARENT WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER PARENT HEREBY REPRESENTS TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER IF SHAREHOLDER FAILS TO TAKE ANY OF THE DATE HEREOF UNTIL ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE TERMINATION DATEACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THE UNITHOLDERS EACH THEN SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SHAREHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SHAREHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE)SHARES.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH SOUTHCROSS HOLDINGS PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AMID, THE EXECUTIVE OFFICERS OF AMID AND XXXXXXX X. XXXXAMID GP, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF AMID, EACH OF THEM INDIVIDUALLY, AS SUCH SOUTHCROSS HOLDINGS PARTY’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY VOTING INTERESTS AS INDICATED IN ACCORDANCE WITH SECTION 21, SUBJECT TO THE LIMITATIONS CONTAINED THEREIN. EACH SOUTHCROSS HOLDINGS PARTY INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH SOUTHCROSS HOLDINGS PARTY WITH RESPECT TO THE COVERED UNITS VOTING INTERESTS (AND EACH UNITHOLDER HEREBY REPRESENTS THE SOUTHCROSS HOLDINGS PARTY REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) IF ANY STOCKHOLDER FAILS TO TAKE ANY OF THE ACTIONS SET FORTH IN SECTION 1 PROMPTLY OR AT ANY MEETING OF THE STOCKHOLDERS OF LIBERTY OR IN RESPONSE TO A REQUEST FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATELIBERTY FOR ACTION BY WRITTEN CONSENT WITH RESPECT TO ANY COVERED PROPOSALS, THE UNITHOLDERS EACH then eACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, THE MEMBERS OF THE SPECIAL COMMITTEE AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)THEREOF, EACH OF THEM INDIVIDUALLY, AS UNTIL THE UNITHOLDERS’ TERMINATION DATE, SUCH STOCKHOLDER’S IRREVOCABLE PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION AND RE-SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) TO THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND UNTIL THE TERMINATION DATE. EACH UNITHOLDER WILL STOCKHOLDER WILL, UNTIL THE TERMINATION DATE, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO VOTING THE UNITHOLDERS COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE)PROPOSALS.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX XXXXXXXX X. XXXX, XXXXX AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER WILL SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLEREVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX PARENT AND XXXXXXX X. XXXX, AND ANY OTHER PROXY EACH INDIVIDUAL DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION OF THIS AGREEMENT) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SECURITIES AS INDICATED IN ACCORDANCE WITH SECTION 27. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEOF THIS AGREEMENT) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL AGREES TO TAKE SUCH FURTHER ACTION ACTIONS OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY PROXY, AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SECURITIES (AND EACH UNITHOLDER THE STOCKHOLDER HEREBY REPRESENTS AND WARRANTS TO WMLP PARENT THAT EACH AND TMLP THAT ANY EVERY SUCH OTHER PROXY PREVIOUSLY GRANTED IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 23. STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER HEREBY REPRESENTS STOCKHOLDER REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF STOCKHOLDER.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX XXXXX X. XXXXX, XXXXXXXXXXX X. XXXXXXX AND XXXXXX X. XXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ SUCH COVERED UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER WILL SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLEREVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3 IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX XXXXX XXXXXX AND XXXXXXX X. XXXXXXXXXXXX XXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP MLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH THE UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH THE UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP MLP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXGAMESQUARE, THE EXECUTIVE OFFICERS OF GAMESQUARE, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF GAMESQUARE, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ EXPIRATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 22.1. THIS PROXY AND POWER OF ATTORNEY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF THE STOCKHOLDER UNDER THIS AGREEMENT. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEEXPIRATION DATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY OR AS OTHERWISE REASONABLY REQUESTED BY GAMESQUARE TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER THE STOCKHOLDER HEREBY REPRESENTS REPRESENTING TO WMLP AND TMLP GAMESQUARE THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXH. XXXXX XXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP WPZ CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH THE UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH THE UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP WPZ THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER IF SHAREHOLDER FAILS TO TAKE ANY OF THE DATE HEREOF UNTIL ACTIONS SET FORTH IN SECTION 1 at least five (5) Business days prior to (or TAKES OR attempts to take any actions inconsistent with the actions set forth in Section 1 prior to or at) ANY MEETING OF THE TERMINATION DATESHAREHOLDERS OF THE COMPANY convened for the purposeS set forth in Section 1, THE UNITHOLDERS EACH then SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SHAREHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SHAREHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE)SHARES.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXXXXXX XXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S, AS THE UNITHOLDERS’ APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP GP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH COVERED UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX XXXXXXXX X. XXXXXXXX, XXXXXX X. XXXX, XXXXXXXXX X. XXXX AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED UNITHOLDER’S, AS THE UNITHOLDERS’ APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH COVERED UNITHOLDER WILL SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH COVERED UNITHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS (AND EACH COVERED UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLEREVOCABLE AND HEREBY REVOKES ANY SUCH OTHER PROXIES). EACH COVERED UNITHOLDER HEREBY AFFIRMS THAT THE IRREVOCABLE PROXY SET FORTH IN THIS SECTION IS GIVEN IN CONNECTION WITH THE MERGER AGREEMENT, AND THAT SUCH IRREVOCABLE PROXY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF SUCH COVERED UNITHOLDER UNDER THIS AGREEMENT.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND J. XXXXXXX X. XXXXXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP ACMP CONFLICTS COMMITTEE OR THE WMLP WPZ CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH THE UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH THE UNITHOLDER HEREBY REPRESENTS TO WMLP WPZ AND TMLP ACMP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXFAZE, THE EXECUTIVE OFFICERS OF FAZE, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF FAZE, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ EXPIRATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 22.1. THIS PROXY AND POWER OF ATTORNEY IS GIVEN TO SECURE THE PERFORMANCE OF THE DUTIES OF THE STOCKHOLDER UNDER THIS AGREEMENT. THE STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEEXPIRATION DATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY OR AS OTHERWISE REASONABLY REQUESTED BY FAZE TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER THE STOCKHOLDER HEREBY REPRESENTS REPRESENTING TO WMLP AND TMLP FAZE THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER IF ANY SHAREHOLDER FAILS TO TAKE ANY OF THE DATE HEREOF UNTIL ACTIONS SET FORTH IN SECTION 1 AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO (OR TAKES OR ATTEMPTS TO TAKE ANY ACTIONS INCONSISTENT WITH THE TERMINATION DATEACTIONS SET FORTH IN SECTION 1 PRIOR TO OR AT) ANY MEETING OF THE SHAREHOLDERS OF THE COMPANY CONVENED FOR THE PURPOSES SET FORTH IN SECTION 1, THE UNITHOLDERS THEN EACH SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SUCH SHAREHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 SOLELY WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS TO BE CONSIDERED AND VOTED UPON AT SUCH MEETING. EACH SHAREHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH SHAREHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE)SHARES.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO, SUBJECT TO SECTION 3 HEREOF, TENDER ON BEHALF OF THE STOCKHOLDER THE COVERED SHARES IF SUCH STOCKHOLDER FAILS TO TENDER SUCH COVERED SHARES WITHIN 5 BUSINESS DAYS AFTER THE COMMENCEMENT OF THE OFFER, AND TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 2. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS STOCKHOLDER'S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY SHARES AS INDICATED IN ACCORDANCE WITH SECTION 23. STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER HEREBY REPRESENTS STOCKHOLDER REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS, ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF STOCKHOLDER.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY STOCKHOLDER GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE EXECUTIVE OFFICERS OF PARENT AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX BXXXX X. XXXXXXXX AND XXXXXXX X. XXXXCXXX XXXXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEAGP BOARD) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP AHGP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH TE HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX XXXXXXXXXXX X. XXXXXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ TE’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP PARTNERSHIP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST INTEREST, AND EACH UNITHOLDER TE 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS TE WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER TE HEREBY REPRESENTS TO WMLP AND TMLP THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH COVERED SHAREHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX XXXXXXXXXXX X. XXXXXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)DESIGNEE, EACH OF THEM INDIVIDUALLY, SUCH COVERED SHAREHOLDER’S, AS THE UNITHOLDERS’ APPLICABLE, PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SHARES SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER COVERED SHAREHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH COVERED SHAREHOLDER, AS APPLICABLE, WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER COVERED SHAREHOLDER HEREBY REPRESENTS TO WMLP AND TMLP THE PARTNERSHIP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH CLASS B COMMITTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, APPOINTS THE COMPANY AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ CLASS B COMMITTEE’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS COMPANY SHARES SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLECOMPANY) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER THE CLASS B COMMITTEE 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS CLASS B COMMITTEE WITH RESPECT TO THE COVERED UNITS COMPANY SHARES (AND EACH UNITHOLDER THE CLASS B COMMITTEE HEREBY REPRESENTS TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH ENCAP HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX XXXXX X. XXXXXXXXXXXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ ENCAP’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SHARES SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS SPECIAL COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST INTEREST, AND EACH UNITHOLDER ENCAP 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS ENCAP WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER ENCAP HEREBY REPRESENTS TO WMLP AND TMLP THE OTHER PARTIES THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH STOCKHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXXPARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF PARENT, EACH OF THEM INDIVIDUALLY, AS SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE UNITHOLDERS’ TERMINATION DATE) PROXY AND ATTORNEY-IN-ATTORNEY IN FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT THE COVERED SHARES AS INDICATED IN SECTION 1 WITH RESPECT TO) THE TO COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2PROPOSALS. EACH STOCKHOLDER INTENDS THIS PROXY IS TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS SUCH STOCKHOLDER WITH RESPECT TO THE COVERED UNITS SHARES (AND EACH UNITHOLDER HEREBY REPRESENTS THE STOCKHOLDER REPRESENTING TO WMLP AND TMLP THE COMPANY THAT ANY SUCH OTHER PROXY IS REVOCABLENOT IRREVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH UNITHOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX XXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ UNITHOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP RRMS CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH THE UNITHOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS UNITHOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH THE UNITHOLDER HEREBY REPRESENTS TO WMLP AND TMLP RRMS THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH UNIT HOLDER HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE), EACH OF THEM INDIVIDUALLYXXXXX, AS THE UNITHOLDERS’ SUCH UNIT HOLDER’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TOTO (OR VOTE) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION 2. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP CONFLICTS COMMITTEE, AS APPLICABLEDATE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER THE UNIT HOLDER 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 OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS UNIT HOLDER WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER THE UNIT HOLDER HEREBY REPRESENTS TO WMLP AND TMLP THAT ANY SUCH OTHER PROXY IS REVOCABLE).

Grant of Irrevocable Proxy; Appointment of Proxy. (a) FROM AND AFTER THE DATE HEREOF UNTIL THE TERMINATION DATE, THE UNITHOLDERS EACH SUPPORTING PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY GRANTS TO, AND APPOINTS, XXX X’XXXXXX AND XXXXXXX X. XXXX, AMID AND ANY OTHER PROXY DESIGNEE (AS DEFINED ABOVE)OF AMID, EACH OF THEM INDIVIDUALLY, AS THE UNITHOLDERS’ SUCH SUPPORTING PARTY’S PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE (OR EXERCISE A WRITTEN CONSENT WITH RESPECT TO) THE COVERED UNITS SOLELY IN ACCORDANCE WITH SECTION ARTICLE 2; PROVIDED THAT NOTWITHSTANDING THE GRANT OF THIS IRREVOCABLE PROXY, EACH SUPPORTING PARTY MAY VOTE ITS COVERED UNITS IN ACCORDANCE WITH ARTICLE 2 BY PROXY OR OTHERWISE. THIS PROXY IS IRREVOCABLE (UNTIL THE TERMINATION DATE AND EXCEPT AS TO ANY PROXY DESIGNEE WHOSE DESIGNATION AS A PROXY DESIGNEE IS REVOKED BY THE TMLP CONFLICTS COMMITTEE OR THE WMLP AMID CONFLICTS COMMITTEE, AS APPLICABLE) AND COUPLED WITH AN INTEREST AND EACH UNITHOLDER OF THE SUPPORTING PARTIES WILL, OR WILL CAUSE ITS SUBSIDIARIES TO, TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY OTHER PROXY PREVIOUSLY GRANTED BY THE UNITHOLDERS ANY SUPPORTING PARTY WITH RESPECT TO THE COVERED UNITS (AND EACH UNITHOLDER OF THE SUPPORTING PARTIES HEREBY REPRESENTS TO WMLP AND TMLP AMID THAT ANY SUCH OTHER PROXY IS REVOCABLE).