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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties"), and each of them individually, as Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote the Stockholder Shares, or execute one or more written consents or approvals in respect of the Stockholder Shares, (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement. (b) Stockholder represents that any proxies heretofore given in respect of the Stockholder Shares are revocable, and that any such proxies have been or are hereby revoked. (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Stockholder in accordance with this Agreement. Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent Sub and each Howaxx Xxxxxxxxx, Xxilxx X. Xxxxxxx xxx Jamex Xxxxxx, xx their respective capacities as officers of its designees (individuallySub, an "Authorized Party" and, collectively, the "Authorized Parties")and any individual who shall hereafter succeed to any such office of Sub, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder's Subject Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, such Subject Shares against (i) in favor any Takeover Proposal or (ii) any amendment of the Company's Certificate of Incorporation or Bylaws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in other transactions contemplated by the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement. (b) Each Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder's Subject Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.such

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Without in any way limiting Shareholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to the last sentence of subsection a shareholder vote, consent or other approval (c) hereunderincluding by written consent), Stockholder Shareholder hereby irrevocably grants to, and appoints, Parent and each any designee of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties")Parent, and each of them individually, as Stockholder's Shareholder’s irrevocable proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of StockholderShareholder, to vote the Stockholder SharesSubject Shares (including allocated shares held in the ESOP, to the extent permitted by applicable law and under the terms and conditions of the ESOP), or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Subject Shares, (iin accordance with, and subject to the limitations of, Sections 3(a)(i) and 3(a)(ii), until the termination of this Agreement in favor of accordance with Section 7. The proxy set forth in this Section 4 shall terminate automatically without any further action by any party hereto upon the Merger, the adoption termination of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result this Agreement in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreementaccordance with their respective terms. (b) Stockholder Shareholder represents that any proxies heretofore given in respect of any of the Stockholder Subject Shares are revocablenot irrevocable, and that any all such proxies have been heretofore or are hereby revoked. (c) Stockholder Shareholder hereby affirms that the irrevocable proxy set forth granted in this Section 6 4 is given in connection with the execution consideration of Parent entering into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder in accordance with Shareholder under this Agreement. Stockholder Shareholder hereby further affirms that the such irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreementset forth herein. Stockholder Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e609(f) of the DGCLBusiness Corporation Law of the State of New York. Such The irrevocable proxy granted hereby shall terminate and be valid until of no further force or effect upon the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement7. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties")Xxxxx X. Xxxxxx, and each of them individuallyany other individual who shall hereafter be designated by Parent, as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder’s Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder such Shares, (i) at any meeting of Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) and against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents Alternative Transaction or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this AgreementFrustrating Transaction. (b) Each Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder’s Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreementsubject to Section 7 herein. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with applicable Law (including the provisions of Section 212(e) 0-000-000 of the DGCLColorado Business Corporation Act). Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement7 herein. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties")Xxxx Xxxxxx, and each of them individuallyany other individual who shall hereafter be designated by Parent, as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder’s Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder such Shares, (i) at any meeting of Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) and against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents Alternative Transaction or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this AgreementFrustrating Transaction. (b) Each Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder’s Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreementsubject to Section 7 herein. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCLGeneral Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement7 herein. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties")Xxxxxxx Xxxxxx, and each of them individuallyany other individual who shall hereafter be designated by Parent, as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder’s Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder such Shares, (i) at any meeting of Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under transactions contemplated by the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) and against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents Alternative Transaction or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this AgreementFrustrating Transaction. (b) Each Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder’s Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 4 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreementsubject to Section 7 herein. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCLGeneral Corporation Law of the State of Delaware. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement7 herein. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Without in any way limiting any Stockholder’s right to vote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval, the last sentence of subsection (c) hereunder, Stockholder hereby irrevocably grants to, and appoints, Parent Acquiror and each of its designees (individuallyany designee thereof, an "Authorized Party" and, collectively, the "Authorized Parties"), and each of them individually, as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder, to include such Subject Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the Company, and to vote the Stockholder all Subject Shares, or execute one to grant a consent or more written consents or approvals approval in respect of the Stockholder Subject Shares, (i) in favor connection with any such meeting of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement stockholders of the Company under the Merger Agreement or any action by written consent in lieu of a breach in any material respect meeting of any representation or warranty stockholders of the Company in accordance with Section 3 hereof, in each case, solely in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of event that Stockholder fails to vote, consent or include the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change Subject Shares in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under accordance with Section 1(b) of this Agreement3 hereof. (b) The Stockholder hereby represents that any proxies heretofore given in respect of the Stockholder Shares Subject Shares, if any, are revocable, and that any hereby revokes such proxies have been or are hereby revokedgranted in connection with the matters set forth in Section 3 hereof. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revokedand, except as otherwise provided set forth in this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do Section 5 or cause to be done by virtue in Section 8 hereof. Such irrevocable proxy , is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) 212 of Delaware Law. If during the DGCL. Such irrevocable proxy shall be valid until the termination term of this Agreement pursuant for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote its Subject Shares in accordance with Section 5(a) above as instructed by Acquiror in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of Delaware Law. (d) Acquiror hereby acknowledges and agrees that the proxy set forth in this Section 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 95(a) and Acquiror agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 5(a). Notwithstanding anything contained herein to the contraryThe proxy set forth in this Section 5 shall be revoked, this irrevocable proxy shall terminated and of no further force or effect automatically terminate without further action upon the termination of this Agreement. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent Sub and each Xxxx Xxxxxxxx, President of its designees (individuallySub, in his capacity as an "Authorized Party" and, collectively, the "Authorized Parties")officer of Sub, and each any individual who shall hereafter succeed to any such office of them individuallySub, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder's Subject Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, such Subject Shares against (i) any Alternative Transaction as such term is defined in favor Section 6.2 of the Merger Agreement, (ii) any amendment of the Company's articles of organization or by-laws or other proposal or transaction involving the Company, which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify the Merger, the adoption Merger Agreement or any of the other transactions contemplated by the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock, or (iii) any action that would cause the Company to breach any representation, warranty or covenant contained in the Merger Agreement. Notwithstanding anything contained herein The proxy granted pursuant to this Section shall terminate upon the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) termination of this AgreementAgreement pursuant to Section 10. (b) Such Stockholder represents that any there are no proxies heretofore given in respect of the Stockholder Shares are revocable, and that any such proxies have been or are hereby revokedStockholder's Subject Shares. (c) Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder in accordance with under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such Stockholder hereby ratifies and confirms all that the holder of such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) 41 of the DGCL. Such irrevocable proxy shall be valid until Massachusetts Business Corporation Law (the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement"MBCL"). (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each Jamex X. Xxxxxx xxx Jamex X. Xxxxxx, xx their respective capacities as officers of its designees (individuallyParent, an "Authorized Party" and, collectively, the "Authorized Parties")and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder's Subject Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, such Subject Shares against (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; any Takeover Proposal or (ii) against any action amendment of the Company's Articles of Incorporation or agreement that By-laws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify, or result in a breach in any material respect of any covenant covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Offer, the Merger, the Merger Agreement or in a breach in any material respect of any representation or warranty of 9 the Company in other transactions contemplated by the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement. (b) Such Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder's Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder in accordance with under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement"). (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, The Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees (individually, an "Authorized Party" and, collectivelyany designee thereof, the "Authorized Parties"), and each of them individually, as Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Stockholder Shares, or execute one to grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent or Purchaser proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; and/or (ii) against any action or agreement that which would result in impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including a breach in any material respect of any covenant merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other obligation or agreement proposal of a third party to acquire the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this AgreementCompany. (b) The Stockholder represents that any proxies heretofore given in respect of the Stockholder Shares Shares, if any, are revocable, and that hereby revokes any such proxies have been or are hereby revokedproxies. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder in accordance with under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revokedand, except as otherwise provided set forth in this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do Section 5 or cause to be done by virtue hereof. Such irrevocable proxy in Section 10, is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) 41 of the DGCLBusiness Corporation Law of the Commonwealth of Massachusetts ("MBCL"). Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by If for any such party pursuant to reason the proxy granted herein is not irrevocable, then the Stockholder agrees to vote the Shares in accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the foregoing is a voting agreement created under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination 41A of this Agreementthe MBCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each James R. Utaski and Peter S. Galloway, in their respectivx xxxxxxxxxx xx officxxx xx Xxxxxx, xxx any individual who shall hereafter succeed to any such office of its designees (individually, an "Authorized Party" and, collectively, the "Authorized Parties")Parent, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder's Subject Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, such Subject Shares against (i) in favor any Takeover Proposal or (ii) any amendment of the Company's Certificate of Incorporation or Bylaws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in other transactions contemplated by the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement. (b) Each Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder's Subject Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof or (ii) the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party Parent pursuant to the proxy granted under this Section 6(a5(a)(ii) shall provide that Stockholder the Stockholders may revoke such action effective upon termination of this the Merger Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each Xxxxx X. Xxxxxx and Xxxxx X. Xxxxxx, in their respective capacities as officers of its designees (individuallyParent, an "Authorized Party" and, collectively, the "Authorized Parties")and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder's Subject Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, such Subject Shares against (i) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; any Takeover Proposal or (ii) against any action amendment of the Company's Articles of Incorporation or agreement that By-laws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent or nullify, or result in a breach in any material respect of any covenant covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Offer, the Merger, the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in other transactions contemplated by the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement. (b) Such Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder's Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder in accordance with under this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement"). (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, The Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees (individuallyany designee thereof, an "Authorized Party" and, collectively, the "Authorized Parties"), and each of them individually, as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all Shares beneficially owned or controlled by such Stockholder (the Stockholder “Vote Shares”), or execute one to grant a consent or more written consents or approvals approval in respect of the Stockholder Vote Shares, in connection with any meeting of the shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (i) in favor of the Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which stockholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; and/or (ii) against any action or agreement that which would result in impede, interfere with or prevent the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a breach in any material respect of any covenant merger, acquisition, sale, consolidation, reorganization or liquidation involving the Company and a third party, or any other obligation proposal of a third party to acquire the Company or agreement all or substantially all of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreementassets thereof. (b) The Stockholder hereby represents that any proxies heretofore given in respect of the Stockholder Shares Shares, if any, are revocable, and that any hereby revokes such proxies have been or are hereby revokedproxies. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revokedand, except as otherwise provided set forth in this Agreement. Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy Section 5, is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e212 of the Delaware General Corporations Law (“DGCL”). If for any reason the proxy granted herein is not irrevocable, then the Stockholder agrees to vote its Shares in accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the foregoing is a voting agreement created under Section 218 of the DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent Kxxxx Xxxxxx and each Dxxxxxx Xxxxxxxxxx, or either of its designees (individuallythem, an "Authorized Party" andin their respective capacities as officers of Parent, collectively, the "Authorized Parties")and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder Shares, or execute one or more written consents or approvals in respect of the Stockholder Shares, (i) Subject Shares in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under all transactions contemplated by the Merger Agreement or and against each matter contemplated by Sections 1.1(b) and (c) hereof; provided that the foregoing proxy shall be effective only in the event that any Stockholder attempts to vote any of the Subject Shares in a breach in manner contrary to this Agreement and any material respect of any representation or warranty of votes by the Company in the Merger Agreement; (iii) against any Takeover Proposal; Stockholders that are contrary to this Agreement shall be void ab initio and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreementhave no effect. (b) Each Stockholder represents and warrants that any proxies heretofore given in respect of the Stockholder Subject Shares are revocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 1.2 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, revoked except as otherwise provided upon termination of this Agreement in this Agreementaccordance with the terms hereof. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the DGCL. Such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party pursuant to the proxy granted under this Section 6(a) shall provide that Stockholder may revoke such action effective upon termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Subject to the last sentence of subsection (c) hereunder, Each Stockholder hereby irrevocably grants to, and appoints, Parent and each Jamex X. Xxxxxx xxx Petex X. Xxxxxxxx, xx their respective capacities as officers of its designees (individuallyParent, an "Authorized Party" and, collectively, the "Authorized Parties")and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote the Stockholder such Stockholder's Subject Shares, or execute one grant a consent or more written consents or approvals approval in respect of the Stockholder Shares, such Subject Shares against (i) in favor any Takeover Proposal or (ii) any amendment of the Company's Certificate of Incorporation or Bylaws, or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company which amendment or other proposal or transaction would be reasonably likely to impede, frustrate, prevent, delay or nullify the Offer, the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the Transactions; (ii) against any action or agreement that would result in a breach in any material respect of any covenant or any other obligation or agreement of the Company under the Merger Agreement or in a breach in any material respect of any representation or warranty of the Company in other transactions contemplated by the Merger Agreement; (iii) against any Takeover Proposal; and (iv) against any amendment of the Company Charter Documents or any other action or agreement that is intended or could reasonably be expected to impede, interfere with, delay, postpone or discourage the Offer or the Merger or change in any manner the voting rights of any class of the Company Common Stock. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by any Authorized Party unless Stockholder breaches its obligations under Section 1(b) of this Agreement. (b) Each Stockholder represents that any proxies heretofore given in respect of the Stockholder such Stockholder's Subject Shares are revocablenot irrevocable, and that any such proxies have been or are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 6 5 is given in connection with the execution of the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder in accordance with this Agreement. Such Stockholder hereby further affirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law (the "DGCL"). Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof or (ii) the termination of this Agreement pursuant to Section 9. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the termination of this Agreement. (d) Any action taken by any such party Parent pursuant to the proxy granted under this Section 6(a5(a)(ii) shall provide that Stockholder the Stockholders may revoke such action effective upon termination of this the Merger Agreement.. 8 8