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

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Prior to the period commencing on the date hereof and continuing until termination of this Agreement terminates pursuant and without in any way limiting any Stockholder’s right to Section 2 hereofvote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, Shareholder consent or other approval, the Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Subject Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Subject Shares, or to grant a consent or approval in respect of the Subject 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 (ai) to the extent necessary, in favor of the Merger; adoption of the Acquisition Agreement and any other matter necessary for consummation of the transactions contemplated by the Acquisition Agreement and/or (bii) against any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any (A) Acquisition Proposal, (B) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (C) action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger this Agreement; and , or (cD) against any corporate action or agreement (other than agreement, the Merger Agreement consummation of which, or proposal, the transactions contemplated thereby) that approval of which, would impede, interfere with, delay, postpone reasonably be expected to prevent or attempt to discourage materially delay the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or consummation of any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement the Acquisition Agreement, including the Offer and the Merger AgreementMerger. (iib) Shareholder The Stockholder hereby represents that any proxies heretofore given in respect of the Shares Subject Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 is given in connection with the execution of the Merger Acquisition Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder such Stockholder under this Agreement. Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 5 or cause to be done by virtue in Section 8 hereof. Such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If during the term of this Agreement 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 Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (ivd) Parent 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 5(a) and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 5(a). The vote proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement. (e) Without in any way limiting the applicability of Section 12(l), nothing contained in this Section 5 shall, or shall be deemed to, restrict the Stockholder in any way from the exercise of his fiduciary duties in accordance with applicable law in his or her capacity as an officer or a member of the proxyholder shall control in board of directors of the Company or as a trustee or fiduciary of any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesemployee benefit plan or trust.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Richard Smith and Xxxxxxx XxxxxxxRichard Warzala, or either of them, in their respective capacities respectxxx xxxxxxxxxs as officers of Parentxxxxxxxx xx Xxxent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. From and after the Acceptance Time until the earlier of (ia) During the period commencing on consummation of the date hereof Merger and continuing until this (b) the termination of the Merger Agreement terminates pursuant to Section 2 hereofand in compliance with the terms therein (such earliest time, the “Expiration Time”), the Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, the Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at Covered Securities, without regard to any meeting of the Shareholders, however called: Adverse Recommendation Change, (a) in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) against any action or agreement that would result in a breach Competing Proposal, without regard to the terms of any covenantsuch Competing Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and , (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction, that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariessubsidiaries (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof the Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individuallydesignee thereof, Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (the Shares, or cause to be voted) grant a consent or approval in respect of the Shares at Shares, in connection with any meeting of the Shareholders, however called: shareholders of the Company or any action by written consent in lieu of a meeting of shareholders of the Company (ai) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub proposes to acquire the Company, whether by tender offer, merger, or otherwise, in which shareholders of the Company would receive consideration per share of Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger; , and/or (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of third party to acquire the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that hereby revokes any such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue and, except as set forth in Section 7 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 1759 of the proxyholder shall control Pennsylvania Business Corporation Law. If for any reason the proxy granted herein is not irrevocable, then Shareholder agrees to vote Shareholder’s Shares as instructed by Parent in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shareswriting.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) The Stockholder hereby agrees that, during the Term, the Stockholder will, at every meeting of the stockholders of the Company called for such purpose, and at every adjournment or postponement thereof (or in any other circumstances upon which a vote, consent or approval is sought, including by written consent), not vote any of his, her or its Shares at such meeting in favor of, or consent to, and will vote against and not consent to, the approval of any (i) During Acquisition Proposal, (ii) reorganization, recapitalization, dissolution, liquidation or winding-up of the period commencing on Company or any other extraordinary transaction involving the date hereof and continuing until this Agreement terminates pursuant Company other than the Offer, the Merger or any of the other transactions contemplated by the Merger Agreement, or (iii) corporate action, the consummation of which would prevent or materially delay the consummation of any of the transactions contemplated by the Merger Agreement. The Stockholder shall use his, her or its commercially reasonable efforts to Section 2 hereofensure that, Shareholder hereby irrevocably grants during the Term, any other Person having voting power with respect to any of his, her or its Shares will not vote any such Shares in favor of or consent to, and appointswill vote against, Xxxxxxx Xxxxx the approval of the matters described in clauses (i) through (iii) of the preceding sentence. (b) The Stockholder hereby revokes (or agrees to cause to be revoked) any and Xxxxxxx Xxxxxxxall previous proxies granted with respect to the Shares as they relate to the matters set forth in Section 1(a). By entering into this Agreement, or either of them, in their respective capacities the Stockholder hereby grants a proxy appointing Parent as officers of Parent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and the Stockholder’s attorney-in-fact (and proxy, with full power of substitution), for and in the Stockholder’s name, place and stead of Shareholderto vote, express consent or dissent, or otherwise to vote (utilize such voting power in the manner contemplated by Section 1(a) as Parent or cause its proxy or substitute shall, in Parent’s sole discretion, deem proper with respect to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and Shares. (c) against any action or agreement (other than The Stockholder hereby affirms that the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing proxy granted by the Stockholder pursuant to this Section 1 is irrevocable and is granted in consideration of Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by Acquisition Sub entering into this Agreement and the Merger Agreement. (ii) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, Agreement and that any such proxies are hereby revoked. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest incurring certain related fees and is irrevocable until such time as this Agreement terminates in accordance with its termsexpenses. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder under this Agreement. Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 1 or cause to be done by virtue hereof. Such irrevocable proxy in Section 6, is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If, during the Term, for any reason the proxy granted herein is not irrevocable, then the Stockholder agrees that it shall vote his, her or its Shares in accordance with Section 1(a) as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (ivd) Parent hereby acknowledges and agrees that the proxy set forth in this Section 1 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 1(a), and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1(a). The vote proxy set forth in this Section 1 shall be revoked, terminated and of no further force or effect automatically without further action of any party upon the termination of this Agreement. The power of attorney granted herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesStockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Shareholder’s right to vote the period commencing Shares in its sole discretion on the date hereof any other matters that may be submitted to a shareholder vote, consent or other approval, unless and continuing until this Agreement terminates pursuant to Section 2 hereof9, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individuallydesignee thereof, Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote (or cause attend any meeting of the shareholders of the Company on behalf of such Shareholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of shareholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Shareholder (athe “Vote Shares”), or to grant a consent or approval in respect of the 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which shareholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger and/or (bii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof, (B) any Company Takeover Proposal and any action in furtherance of any Company Takeover Proposal and (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Shareholder under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 9 hereof. Such irrevocable proxy , is executed and intended to be irrevocableirrevocable in accordance with the provisions of Chapter 23B.07. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, The Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Parent and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of ParentX. Xxxx, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, the Shareholder's proxy proxies and attorneyattorneys-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (the Shareholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Merger; Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (bi) against any action Company Takeover Proposal and (ii) any amendment of the Company's Articles of Incorporation or agreement that Bylaws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) The Shareholder represents that any proxies heretofore given in respect of the Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) The Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The Shareholder hereby ratifies and confirms all that the holders 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. (iv) The vote irrevocable in accordance with the provisions of Section 60.231 of the proxyholder shall control in any conflict between Oregon Business Corporation Act (the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares"Corporation Law").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Shareholder’s right to vote the period commencing Shares in its sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa shareholder vote, consent or other approval, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individuallydesignee thereof, Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote (or cause attend any meeting of the shareholders of the Company on behalf of such Shareholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of shareholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Shareholder (athe “Vote Shares”), or to grant a consent or approval in respect of the 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which shareholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger and/or (bii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof, (B) any Company Takeover Proposal and any action in furtherance of any Company Takeover Proposal and (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Shareholder under this Agreement. (b) Except with respect to proxies given for the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors 2010 annual shareholders meeting of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocable, revocable and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 9 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 14-2-722 of the proxyholder shall control in GBCC. If during the term of this Agreement for any conflict between reason the vote by the proxyholder of such Shareholder's Shares and a vote by proxy granted herein is not irrevocable, then such Shareholder of such Shareholder's Sharesagrees that it shall vote its Shares in accordance with Section 5(a) above as instructed by Parent in writing.

Grant of Irrevocable Proxy; Appointment of Proxy. 2.2.1 From and after the Acceptance Time until the earlier of (ia) During the period commencing on consummation of the date hereof Merger and continuing until this (b) the termination of the Merger Agreement terminates pursuant to Section 2 hereofand in compliance with the terms therein (such earliest time, the “Expiration Time”), the Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, the Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at Covered Securities, without regard to any meeting of the Shareholders, however called: Adverse Recommendation Change, (a) in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) against any action or agreement that would result in a breach Alternative Proposal, without regard to the terms of any covenantsuch Alternative Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and , (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction, that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of his obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiariesSubsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof the Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) 2.2.2 The Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shareholder’s Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. 2.2.3 The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 2.2 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 2.2, is executed and intended to be irrevocable. If for any reason the proxy granted herein is not irrevocable, then the Shareholder agrees to vote the Covered Securities in accordance with Section 2.2.1(a) through Section 2.2.1(e) above as instructed by Parent in writing. The parties agree that the foregoing is a voting agreement. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on 1.2.1 From and after the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofthe Expiration Time, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at any meeting of the Shareholders, however called: Securities: (a) in favor for authorization and approval of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement; (b) against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to authorization and approval of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and ; (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by such Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of its subsidiariesthe Company (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any Subsidiary of its subsidiaries the Company or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Subsidiary of the Company; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent; (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expected, of such Shareholder contained in this Agreement; and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) 1.2.2 Each Shareholder hereby represents that any proxies heretofore given in respect of the Shares such Shareholder’s Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. 1.2.3 Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable. (iv) The , then each Shareholder agrees to vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and ’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a vote by such Shareholder of such Shareholder's Sharesvoting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Prior to the period commencing on the date hereof and continuing until termination of this Agreement terminates pursuant by its terms and without in any way limiting any Stockholder’s right to Section 2 hereofvote the Subject Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, Shareholder consent or other approval, the Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Subject Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Subject Shares, or to grant a consent or approval in respect of the Subject 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 (ai) to the extent necessary, in favor of the Merger; adoption of the Acquisition Agreement and any matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and/or (bii) against any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any (A) Acquisition Proposal, (B) reorganization, recapitalization, dissolution, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company other than the Merger, (C) action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Stockholder under the Merger this Agreement; and , (cD) against any corporate action or agreement (other than agreement, the Merger Agreement consummation of which would frustrate the purposes of, or proposal, the transactions contemplated thereby) that approval of which would impedereasonably be expected to prevent or materially delay the consummation of, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement the Acquisition Agreement, including the Offer and the Merger Agreementor (E) other matter relating to, or in connection with, any of the foregoing matters. (iib) Shareholder The Stockholder hereby represents that any proxies heretofore given in respect of the Shares Subject Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 is given in connection with the execution of the Merger Acquisition Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder such Stockholder under this Agreement. Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 5 or cause to be done by virtue in Section 8 hereof. Such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If during the term of this Agreement 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 Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (ivd) Parent 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 5(a) and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 5(a). The vote proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically without further action upon the termination of this Agreement. (e) Without in any way limiting the applicability of Section 12(l), nothing contained in this Section 5 shall, or shall be deemed to, restrict the Stockholder in any way from the exercise of his fiduciary duties in accordance with applicable law in his or her capacity as an officer or a member of the proxyholder shall control in board of directors of the Company or as a trustee or fiduciary of any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesemployee benefit plan or trust.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on 1.2.1 From and after the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofthe Expiration Time, the Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, the Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at any meeting of the Shareholders, however called: Securities: (a) in favor for authorization and approval of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement; (b) against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to authorization and approval of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and ; (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any Subsidiary of its subsidiariesthe Company (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any Subsidiary of its subsidiaries the Company or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Subsidiary of the Company; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent; (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expected, of the Shareholder contained in this Agreement; and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) 1.2.2 The Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shareholder’s Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. 1.2.3 The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then the Shareholder agrees to vote the Shareholder’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) grant a consent or approval in respect of the Shares at Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) 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; , and/or (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of third party to acquire the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Stockholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that hereby revokes any such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue and, except as set forth in Section 7 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (ivirrevocable in accordance with the provisions of Section 212(e) The vote of the proxyholder shall control DGCL. If for any reason the proxy granted herein is not irrevocable, then Stockholder agrees to vote Stockholder’s Shares as instructed by Parent in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shareswriting.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on 1.2.1 From and after the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofthe Expiration Time, the Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, the Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at any meeting of the Shareholders, however called: Securities: (a) in favor for authorization and approval of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement; (b) against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to authorization and approval of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and ; (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesCompany Subsidiary (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Company Subsidiary or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Company Subsidiary; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 5.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent; (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expected, of the Shareholder contained in this Agreement; and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) 1.2.2 The Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shareholder’s Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. 1.2.3 The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then the Shareholder agrees to vote the Shareholder’s Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting any Stockholder’s right to vote the period commencing Shares in its sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa stockholder vote, Shareholder consent or other approval, each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Stockholder (athe “Vote Shares”), or to grant a consent or approval in respect of the Vote 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which stockholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger and otherwise on the same terms as the Offer and the Merger and/or (bii) against any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would material respect impede, interfere with, delay, postpone with or attempt to discourage prevent the Offer or the Merger, including, but not limited to: (i) , any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger AgreementAcquisition Proposal. (iib) Shareholder Each Stockholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedexcept with respect to any arrangements described in Section 1(e)(iv) above. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder such Stockholder under this Agreement. Shareholder Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 8 hereof. Such irrevocable proxy , is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote its Shares in accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (ivd) Parent 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 5(a) and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 5(a). The vote proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically without further action upon the proxyholder shall control in any conflict between the vote by the proxyholder termination of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each ------------------------------------------------- Stockholder hereby irrevocably grants to, and appoints, Xxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of ParentXxxx X. Xxxxxx, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (such Stockholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor Stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Articles of Organization 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 in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Each Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder such Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8. Shareholder 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. (iv) The vote irrevocable in accordance with the provisions of Section 41 of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesMassachusetts Business Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) grant a consent or approval in respect of the Shares at Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) in favor of the Merger or any other transaction pursuant to which Parent or Merger Sub 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; , and/or (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of third party to acquire the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Stockholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that hereby revokes any such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue and, except if this Agreement is terminated in accordance with Section 7 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder shall control DGCL. If for any reason the proxy granted herein is not irrevocable, then Stockholder agrees to vote Stockholder’s Shares as instructed by Parent in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shareswriting.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (the Shares, or cause to be voted) grant a consent or approval in respect of the Shares at Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) 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; , and/or (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of third party to acquire the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Such Stockholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder such Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue hereof. Such irrevocable proxy in Section 9, is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder shall control Delaware General Corporations Law (“DGCL”). If for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees to vote his or its Shares in any conflict between accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing is a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Richard Smith and Xxxxxxx XxxxxxxRichard Warzala, or either of them, in their respective capacities respecxxxx xxxxxxxxes as officers of Parentxxxxxxxx xx Xxrent, and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on 1.2.1 From and after the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofthe Expiration Time, Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Purchaser and any individual who shall hereafter succeed to any such office of Parent, and each of them individually, designee thereof Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at its Covered Securities, without regard to any meeting of the Shareholders, however called: Change in Seller Board Recommendation, (a) in favor for approval and adoption of the Merger; Asset Purchase Agreement and the transactions contemplated by the Asset Purchase Agreement, (b) against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under Asset Purchase Agreement or in competition or inconsistent with the Merger Transaction and the other transactions contemplated by the Asset Purchase Agreement; and , (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction, that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerTransaction or any of the other transactions contemplated by the Asset Purchase Agreement or this Agreement or the performance by Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company Seller or any of its subsidiariesSubsidiaries; (ii) a sale sale, lease or transfer of a material amount of assets of the Company Seller or any of its subsidiaries Subsidiaries (other than the Transaction) or a reorganization, recapitalization or liquidation of the Company and Seller or any of its subsidiariesSubsidiaries; (iii) any change in an election of new members to the management or board of directors of Seller, other than nominees to the Company, except board of directors of Seller who are serving as directors of Seller on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAsset Purchase Agreement; (iv) any material change in the present capitalization or dividend policy of Seller or any amendment or other change to Seller’s articles of incorporation or bylaws, except for an amendment to change Seller’s corporate name as contemplated by the CompanyAsset Purchase Agreement or any amendment or other change if approved in writing by Purchaser; or (v) any other material change in the Company's Seller’s corporate structure or business business, except if approved in writing by Purchaser, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of Seller contained in the Asset Purchase Agreement, or could be reasonably expectedof Shareholder contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Asset Purchase Agreement. (ii) 1.2.2 Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shareholder’s Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. 1.2.3 Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable. If for any reason the proxy granted herein is not irrevocable, then Shareholder agrees to vote its Covered Securities in accordance with Section 1.2.1(a) through Section 1.2.1(e) above as instructed by Purchaser in writing. The parties agree that the foregoing is a voting agreement. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman "Authorized Party" and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe "Authorized Parties"), and each of them individually, Shareholderas Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization 's Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage 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 his obligations under Section 1(a) of this Agreement. (iib) Shareholder Stockholder represents that any proxies heretofore given in respect of the Shares are not irrevocablerevocable, and that any such proxies have been or are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 10 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 Shareholder under Stockholder in accordance with this Agreement. Shareholder 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. Shareholder 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 irrevocableirrevocable 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 4. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon termination of this Agreement. (ivd) The vote Any action taken by any such party pursuant to the proxy granted under this Section 10(a) shall provide that Stockholder may revoke such action effective upon termination of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. 2.2.1 From and after the Acceptance Time until the earlier of (ia) During the period commencing on consummation of the date hereof Merger and continuing until this (b) the termination of the Merger Agreement terminates pursuant to Section 2 hereofand in compliance with the terms therein (such earliest time, Shareholder the “Expiration Time”), each Xxxxx Party hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, Shareholder's Xxxxx Party’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholderthe Xxxxx Parties, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at its Covered Securities, without regard to any meeting of the Shareholders, however called: Adverse Recommendation Change, (a) in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement, (b) against any action or agreement that would result in a breach Alternative Proposal, without regard to the terms of any covenantsuch Alternative Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to adoption of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and , (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction, that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by each Xxxxx Party of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesSubsidiaries (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Subsidiaries or a reorganization, recapitalization or liquidation of the Company and or any of its subsidiariesSubsidiaries; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s articles of incorporation or bylaws, except if approved in writing by Parent; or (v) any other material change in the Company's ’s corporate structure or business business, except if approved in writing by Parent, (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expectedof such Xxxxx Party contained in this Agreement, and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder 2.2.2 Each of the Xxxxx Parties hereby represents that any proxies heretofore given in respect of the Shares each such Xxxxx Party’s Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that 2.2.3 Each of the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Xxxxx Parties hereby affirms that the irrevocable proxy set forth in this Section 1.2 2.2 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 Shareholder such Xxxxx Party under this Agreement. Shareholder Each of the Xxxxx Parties hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 2.2, is executed and intended to be irrevocable. (iv) The vote . If for any reason the proxy granted herein is not irrevocable, then each of the proxyholder shall control Xxxxx Parties agrees to vote its Covered Securities in any conflict between accordance with Section 2.2.1(a) through Section 2.2.1(e) above as instructed by Parent in writing. The parties agree that the vote by the proxyholder of such Shareholder's Shares and foregoing is a vote by such Shareholder of such Shareholder's Sharesvoting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any designee thereof, such office of Parent, and each of them individually, ShareholderStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (the Shares, or cause to be voted) grant a consent or approval in respect of the Shares at Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) 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; , and/or (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of third party to acquire the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Such Stockholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder such Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue hereof. Such irrevocable proxy in Section 9, is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder shall control Delaware General Corporations Law ("DGCL"). If for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees to vote his or its Shares in any conflict between accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing is a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Each Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Parent and Xxxx Xxxxxxxx, J. Xxxx XxXxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote (such Shareholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) 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 or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (each of the foregoing in clause (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) above, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement"COMPETING TRANSACTION"). (iib) Such Shareholder represents that any proxies heretofore given in respect of the such Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Such Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 the Shareholder under this Agreement. Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Such 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. (iv) The vote irrevocable in accordance with the provisions of Section 607.0722 of the proxyholder shall control in any conflict between Florida Business Corporations Act (the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares"CORPORATION LAW").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentnominee thereof, and each of them individually, Shareholder's its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote the number of shares of Company Stock set forth opposite such Stockholder's name on Exhibit I hereto (the "Existing Shares" and, together with any shares of --------- Company Stock acquired by such Stockholder after the date hereof and prior to the termination of this Agreement whether upon the exercise of options, warrants or cause rights, the conversion or exchange of convertible or exchangeable securities, or by means of purchase, dividend, distribution or otherwise and acquired by such Stockholder solely in its capacity as a stockholder, such shares, with respect to be voted) such Stockholder or any of its transferees, the Shares at "Shares"), and any other shares of Company Stock owned by such Stockholder whether issued, heretofore owned or hereafter acquired, or grant a consent or approval in respect of the Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company (ai) in favor of the Merger; , and the approval of the terms of the Merger Agreement and each of the other transactions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance thereof, (bii) against any action action, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; , and (ciii) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (iA) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (iiB) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries subsidiaries, or a reorganization, recapitalization recapitalization, dissolution or liquidation of the Company and or any of its subsidiaries; (iiiC) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent Company Takeover Proposal; and the Merger Sub; (ivD) (1) any material change in the present capitalization or dividend policy of the Company; or change (v) any other material change in the Company's corporate structure or business or (vi4) any other action involving the Company or any of its subsidiaries which is intended, or could reasonably be reasonably expected, to impede, interfere with, delay, postpone postpone, or materially adversely effect affect the merger Merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Each Stockholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1 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 Shareholder the Stockholder under this Agreement. Shareholder Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such and, except as set forth in Section 10 hereof, is irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable. (ivin accordance with the ---------- provisions of Section 212(e) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDelaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably (except in accordance with the provisions of Section 8) grants to, and appoints, Xxxxxxx Parent and Xxxx Xxxxxxxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (such Stockholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) 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 or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving each of the Company or any of its subsidiaries; foregoing in clause (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Companyabove, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementa "COMPETING TRANSACTION"). (iib) Shareholder Such Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 Shareholder the Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked (except in accordance with the provisions of Section 8). Shareholder 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. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder shall control in any conflict between Delaware General Corporation Law (the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares"DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably (except in accordance with the provisions of Section 8) grants to, and appoints, Xxxxxxx Parent or its assignee and Xxxx Xxxxxxxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any be designated by Parent or its assignee, such office of Parent, and each of them individually, ShareholderStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (all of such Stockholder's Securities that are voting securities, or cause to be voted) the Shares grant a consent or approval in respect of such Securities, at any meeting of the Shareholders, however called: (a) in favor stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Certificate 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 or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (each of the foregoing in clause (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) above, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement"Competing Transaction"). (iib) Shareholder Such Stockholder represents that any proxies heretofore given in respect of the Shares such Stockholder's Securities are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 Shareholder the Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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. revoked (iv) The vote of except in accordance with the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.provisions of

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman “Authorized Party” and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe “Authorized Parties”), and each of them individually, Shareholder's as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization ’s Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage 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 his obligations under Section 1(a) of this Agreement. (iib) Shareholder Stockholder represents that any proxies heretofore given in respect of the Shares are not irrevocablerevocable, and that any such proxies have been or are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 10 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 Shareholder under Stockholder in accordance with this Agreement. Shareholder 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. Shareholder 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 irrevocableirrevocable 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 4. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon termination of this Agreement. (ivd) The vote Any action taken by any such party pursuant to the proxy granted under this Section 10(a) shall provide that Stockholder may revoke such action effective upon termination of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Stockholder’s right to vote the period commencing Shares in his sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa stockholder vote, Shareholder consent or other approval, Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of Stockholder, to be voted) include the Shares (other than the Encumbered Shares) in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote the Shares (aother than the Encumbered Shares), or to grant a consent or approval in respect of the Shares (other than the Encumbered 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; Merger and the other transactions contemplated by the Merger Agreement, and/or (bii) against any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would material respect impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of third party to acquire the Company or any of its subsidiaries all or a reorganization, recapitalization or liquidation substantially all of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementassets thereof. (iib) Shareholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares (other than the proxy related to the Encumbered Shares granted by Stockholder pursuant to the Buy-Sell Agreement), if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 8 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder DGCL. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then Stockholder agrees that he shall control vote his Shares in any conflict between accordance with Section 4(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing shall be a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman "Authorized Party" and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe "Authorized Parties"), and each of them individually, Shareholderas Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization 's Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage 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(a) of this Agreement. (iib) Shareholder Stockholder represents that any proxies heretofore given in respect of the Shares are not irrevocablerevocable, and that any such proxies have been or are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 10 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 Shareholder under Stockholder in accordance with this Agreement. Shareholder 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. Shareholder 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 irrevocableirrevocable 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 4. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon termination of this Agreement. (ivd) The vote Any action taken by any such party pursuant to the proxy granted under this Section 10(a) shall provide that Stockholder may revoke such action effective upon termination of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably (except in accordance with the provisions of Section 8) grants to, and appoints, Xxxxxxx Parent and Xxxx Xxxxxxxx, Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Xxxxxx and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (such Stockholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) 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 or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving each of the Company or any of its subsidiaries; foregoing in clause (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Companyabove, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementa "Competing Transaction"). (iib) Shareholder Such Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 Shareholder the Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revokedrevoked (except in accordance with the provisions of Section 8). Shareholder 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. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder shall control in any conflict between Delaware General Corporation Law (the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares"DGCL").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Each Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Xxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxxx Xxxxxx X. Xxxxxxx, or either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individuallythem, such Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote such Shareholder's Shares (not including the Rights; such Shares not including the Rights, the "Proxy Shares"), or cause to be voted) the Shares grant a consent or approval in respect of such Proxy Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Amended and Restated Articles of Incorporation or agreement that Bylaws, as amended and restated, 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 in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Each Shareholder represents that any proxies heretofore given in respect of the such Shareholder's Proxy Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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. (iv) The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares.and

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof Unless and continuing until this Agreement terminates pursuant to Section 2 hereofis terminated in accordance with its terms, Shareholder hereby Crawford irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxxappoints Geneve, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentdesignated by Geneve, and each of them individually, Shareholder's Crxxxxxx’x proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead pxxxx xxx xtead of ShareholderCrawford, to vote (all of the Shares, or cause to be voted) grant a consent or approval in respect of the Shares Shares, ax xxx xxeting of shareholders of the Company or at any meeting adjournment thereof or in any other circumstances upon which Crawford’s vote, consent or other approval is sought, against any amendment of the ShareholdersCompany’s Amxxxxx xxx Restated Certificate of Incorporation or Amended and Restated By-laws, however called: or any other proposal or transaction (a) in favor including any consent solicitation to remove or elect any directors of the Merger; (bCompany) against involving the Company or any action of its subsidiaries which amendment or agreement that other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement Transaction or the transactions contemplated therebyAlternative Transaction, as applicable. (b) Crawford hereby affirms that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (ii) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 8 is given in connection xxxxxxxxon with the execution delivery of the Merger Agreement, Geneve Proposal and that such irrevocable proxy is given to secure the performance of the duties of Shareholder Crawford under this Agreement. Shareholder hereby further affirms that , (ii) the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies nxx xx xxvoked unless and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such until this Agreement is terminated in accordance with its terms and (iii) the irrevocable proxy is executed and intended to be irrevocableirrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law (the “DGCL”). (ivc) The vote of Crawford hereby revokes any previously granted proxy that is inconsistent with the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesprovisions ox xxxx Xection 8.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof Unless and continuing until this Agreement terminates pursuant to Section 2 hereofis terminated in accordance with its terms, the Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxxappoints Acquiror, or either of them, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentdesignated by Acquiror, and each of them individually, the Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (all of the Shares, or cause to be voted) grant a consent or approval in respect of the Shares Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which the Shareholder's vote, consent or other approval is sought, against (i) any Acquisition Proposal, (ii) any other merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company, or (biii) against any action amendment of the Company's Articles of Incorporation or agreement that By-laws, or any other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder represents that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (iii) The Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that (i) the irrevocable proxy set forth in this Section 1.2 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 Shareholder under this Agreement. Shareholder hereby further affirms that , (ii) the irrevocable proxy is coupled with an interest and may under no circumstances not be revoked. Shareholder hereby ratifies revoked unless and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such until this Agreement is terminated in accordance with its terms and (iii) the irrevocable proxy is executed and intended to be irrevocableirrevocable in accordance with the provisions of Section 705 of the California General Corporation Law (the "CGCL"). (ivc) The vote Shareholder hereby revokes any previously granted proxy that is inconsistent with the provisions of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Section 5.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Stockholder's right to vote the period commencing Shares in its sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa stockholder vote, Shareholder consent or other approval, Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, ShareholderStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Stockholder (athe "Vote Shares"), or to grant a consent or approval in respect of the Vote 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which stockholders of the Company would receive cash 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 and otherwise on the same terms as the Offers and the Merger and/or (bii) against any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would material respect impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of third party to acquire the Company or any of its subsidiaries all or a reorganization, recapitalization or liquidation substantially all of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementassets thereof. (iib) Shareholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue hereof. Such irrevocable proxy in Section 9, is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder DGCL. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall control vote its Shares in any conflict between accordance with Section 6(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing shall be a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Buyer and Xxxxxxx X. Star and Xxxxx Xxxxxxx, or either of them, in their respective capacities as officers of ParentBuyer, and any individual who shall hereafter succeed to any such office of ParentBuyer, and each of them individually, Shareholder's his or its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholderthe Stockholder, to vote his or its Company Stock or Equivalents or grant a consent of approval in respect of such Company Stock or Equivalents (or cause i) to be voted) the Shares at any meeting of the Shareholders, however called: (a) in favor of approve and adopt the Merger; , the Merger Agreement and all other matters contemplated by the Merger Agreement or this Agreement, (bii) against any action Acquisition Proposal and (iii) against any 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 of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to the Merger Agreement; and (c) against any action or agreement (other than Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Each Stockholder represents that any proxies heretofore given in respect of the Shares Company Stock or Equivalents are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 6 is given in connection with and as a condition to the execution of the Merger AgreementAgreement by the Buyer and the Buyer Sub, and that such irrevocable proxy is given to secure the performance of the duties of Shareholder the Stockholder under this Agreement. Shareholder Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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 irrevocableirrevocable in accordance with the provisions of Section 1759 of the Pennsylvania Statutes. (ivd) The vote proxy granted hereby shall terminate upon the earlier of the proxyholder shall control Effective Time or the termination of the Merger Agreement in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesaccordance with Article XI thereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Stockholder’s right to vote the period commencing Shares in its sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa stockholder vote, Shareholder consent or other approval, Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Stockholder (athe “Vote Shares”), or to grant a consent or approval in respect of the Vote 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which stockholders of the Company would receive cash 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 and otherwise on the same terms as the Offers and the Merger and/or (bii) against any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would material respect impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of third party to acquire the Company or any of its subsidiaries all or a reorganization, recapitalization or liquidation substantially all of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementassets thereof. (iib) Shareholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue hereof. Such irrevocable proxy in Section 9, is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder DGCL. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall control vote its Shares in any conflict between accordance with Section 6(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing shall be a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Xxxxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of ParentXxxxxx Xxxxxx, and any other individual who shall hereafter succeed to any such office of he designated by Parent, and each of them individuallythem, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote such Stockholder's Shares (the "Proxy Shares"), or cause to be voted) the Shares grant a consent or approval in respect of such Proxy ------------ Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) against any action amendment of the Company's Certificate of Incorporation or agreement that Bylaws, as amended and restated, or other proposals 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 in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder Each Stockholder represents that any proxies heretofore given in respect of the such Stockholder's Proxy Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder such Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8. Shareholder 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. (iv) The vote irrevocable in accordance with the provisions of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDelaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, The Shareholder hereby irrevocably grants to, and appoints, Parent and Xxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, the Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (the Shareholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Merger; Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (bi) against any action Company Takeover Proposal and (ii) any amendment of the Company's Restated and Amended Articles of Incorporation or agreement that Restated and Amended Bylaws or other proposal or transaction (including any consent solicitation to remove or elect any directors of the Company) involving the Company or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) The Shareholder represents that any proxies heretofore given in respect of the Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) The Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The 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. (iv) The vote irrevocable in accordance with the provisions of Section 490.722 of the proxyholder shall control in any conflict between Iowa Business Corporation Act (the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares"Corporation Law").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder The Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, Shareholder's the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholderthe Stockholder, to vote (the Shares, or cause to be voted) grant a consent or approval in respect of the Shares at Shares, in connection with any meeting of the Shareholders, however called: stockholders of the Company or any action by written consent in lieu of a meeting of stockholders of the Company (ai) 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 Merger; , and/or (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that which would impede, interfere with, delay, postpone with or attempt to discourage prevent the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of third party to acquire the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder The Stockholder represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that hereby revokes any such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 Shareholder such Stockholder under this Agreement. Shareholder Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue and, except as set forth in Section 7 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (ivirrevocable in accordance with the provisions of Section 212(e) The vote of the proxyholder shall control DGCL. If for any reason the proxy granted herein is not irrevocable, then each Stockholder agrees to vote its Shares as instructed by Parent in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shareswriting.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the Investor and Xxxxxxx Xxxxxxx, or either of themXxxx Xxxxxx, in their respective capacities his capacity as officers an officer of Parentthe Investor, and any individual who shall hereafter succeed to any such office of Parentthe Investor, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, (i) to vote such Stoc kholder's Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock), or cause grant a consent or approval with respect to be voted) the Shares at any meeting Merger and the adoption by the Company of the ShareholdersMerger Agreement and (ii) to vote such Stockholder's Subject Shares (except for the Series D Stock, however called: unless it shall first have been converted into Common Stock), against (ax) any Alternative Transaction, as such term is defined in favor Section 5.2 of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and , (cy) against any action amendment of the Company's certificate of incorporation or agreement (by-laws or other than 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 Merger Agreement or any of the other transactions contemplated therebyby the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (z) any action that would impedecause the Company to breach any representation, interfere withwarranty or covenant contained in the Merger Agreement. The proxy granted pursuant to this Section (i) shall not affect the Stockholder's ability to make an election, delaypursuant to the terms and conditions of the Merger Agreement, postpone to receive cash or attempt to discourage stock as consideration in the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer shall terminate upon the termination of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company this Agreement pursuant to Section 9 and its subsidiaries; (iii) any change in is subject to the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the CompanyInvestor's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementcompliance with Section 14. (iiA) Shareholder Each Stockholder represents that any there are no proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revokedStockholder's Subject Shares. (iiiB) Shareholder Each Stockholder hereby affirms that the each irrevocable proxy set forth in granted pursuant to this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 is given in connection with the execution of the Merger Agreement, and that each such irrevocable proxy is given to secure the performance of the duties of Shareholder the Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the each such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder Each Stockholder hereby ratifies and confirms all that such the holder of each irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Each such irrevocable proxy is executed and intended to be irrevocable. (ivirrevocable in accordance with the provisions of Section 212(e) The vote of the proxyholder Delaware General Corporation Law (the "DGCL"); provided, ---- that each such irrevocable proxy shall control in any conflict between the vote by the proxyholder terminate upon termination of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement pursuant to Section 9.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on provisions of the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofpledge agreements with Keybank, the Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx Parent and Xxxxxxx Xxxx X. Xxxxxxx, or either of them, in their respective capacities as officers of Parent, and any other individual who shall hereafter succeed to any such office of be designated by Parent, and each of them individually, the Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (the Shareholder's Shares, or cause to be voted) the Shares grant a consent or approval in respect of such Shares, at any meeting of the Shareholders, however called: (a) in favor shareholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, against (i) any merger agreement or merger (other than the Merger Agreement and the Merger; ), consolidation, combination, sale of substantial assets, reorganization, joint venture, recapitalization, dissolution, liquidation or winding up of or by the Company and (bii) 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 or any of its subsidiaries which amendment or other proposal or transaction would in any manner impede, frustrate, prevent or nullify, or result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under or with respect to, the Merger Agreement; and (c) against any action or agreement (other than Offer, the Merger, the Merger Agreement or any of the other transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage by the Merger, including, but not limited to: Merger Agreement (each of the foregoing in clause (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) above, a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement"COMPETING TRANSACTION"). (iib) Subject to the provisions of the pledge agreements with KeyBank, the Shareholder represents that any proxies heretofore given in respect of the Shareholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. The 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. (iv) The vote irrevocable in accordance with the provisions of Section 60.231 of the proxyholder shall control in any conflict between Oregon Business Corporation Act (the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Shares"CORPORATION LAW").

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Stockholder’s right to vote the period commencing Shares in its sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa stockholder vote, Shareholder consent or other approval, Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, Shareholder's Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Stockholder (athe “Vote Shares”), or to grant a consent or approval in respect of the Vote 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which stockholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger and otherwise on the same terms as the Offer and the Merger and/or (bii) against any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would material respect impede, interfere with, delay, postpone with or attempt to discourage prevent the Offer or the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of third party to acquire the Company or any of its subsidiaries all or a reorganization, recapitalization or liquidation substantially all of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementassets thereof. (iib) Shareholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 9 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder DGCL. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall control vote its Shares in any conflict between accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing shall be a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Subject to the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereoflast sentence of subsection (c) hereunder, Shareholder Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the President and Xxxxxxx Xxxxxxxthe Chief Financial Officer of the Purchaser and each of their designees (individually, or either of theman “Authorized Party” and collectively, in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such office of Parentthe “Authorized Parties”), and each of them individually, Shareholder's as Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of ShareholderStockholder, to vote (the Shares, or cause to be voted) the Shares at any meeting execute one or more written consents or approval in respect of the ShareholdersShares, however called: (ai) in favor of the Merger, the adoption of the Merger Agreement and the approval of the terms thereof and the transactions contemplated by the Merger Agreement; (bii) against any action or agreement that would result in a breach of any covenant, representation or warranty covenant or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone in a breach in any material respect of any representation or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets warranty of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of in the Company and its subsidiariesMerger Agreement; (iii) against any change in the management or board of directors Takeover Proposal (other than with Purchaser and/or Acquisition Sub); and (iv) against any amendment of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization ’s Certificate of Incorporation and/or by-laws or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which or agreement that is intended, intended or could reasonably be reasonably expected, expected to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and discourage 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(a) of this Agreement. (iib) Shareholder Stockholder represents that any proxies heretofore given in respect of the Shares are not irrevocablerevocable, and that any such proxies have been or are hereby revoked. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 10 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 Shareholder under Stockholder in accordance with this Agreement. Shareholder 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. Shareholder 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 irrevocableirrevocable 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 4. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon termination of this Agreement. (ivd) The vote Any action taken by any such party pursuant to the proxy granted under this Section 10(a) shall provide that Stockholder may revoke such action effective upon termination of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Shareholder’s right to vote the period commencing Shares in its sole discretion on the date hereof any other matters that may be submitted to a shareholder vote, consent or other approval, unless and continuing until this Agreement terminates pursuant to Section 2 hereof9, Shareholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parent, and each of them individuallydesignee thereof, Shareholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote (or cause attend any meeting of the shareholders of the Company on behalf of such Shareholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of shareholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Shareholder (athe “Vote Shares”), or to grant a consent or approval in respect of the 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which shareholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such shareholders in the Offer and the Merger and/or (bii) against (A) any action or agreement which would in any material respect impede, interfere with or prevent the Offer or the Merger, including, but not limited to, any other extraordinary corporate transaction, including, a merger, acquisition, sale, consolidation, reorganization, recapitalization, extraordinary dividend or liquidation involving the Company and a third party, or any other proposal of a third party to acquire the Company or all or substantially all of the assets thereof, (B) any Company Takeover Proposal and any action in furtherance of any Company Takeover Proposal and (C) any action, proposal, transaction or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company Shareholder under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would impede, interfere with, delay, postpone or attempt to discourage the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreement. (iib) Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder under this Agreement. Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 9 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Chapter 23B.07.220 of the proxyholder shall control in WBCA. If during the term of this Agreement for any conflict between reason the vote by the proxyholder of such Shareholder's Shares and a vote by proxy granted herein is not irrevocable, then such Shareholder of such Shareholder's Sharesagrees that it shall vote its Shares in accordance with Section 5(a) above as instructed by Parent in writing.

Grant of Irrevocable Proxy; Appointment of Proxy. (ia) During Without in any way limiting Stockholder's right to vote the period commencing Shares in its sole discretion on the date hereof and continuing until this Agreement terminates pursuant any other matters that may be submitted to Section 2 hereofa stockholder vote, Shareholder consent or other approval, Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, ShareholderStockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, to vote (or cause attend any meeting of the stockholders of the Company on behalf of such Stockholder, to be voted) the include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the ShareholdersCompany, however called: and to vote all Shares beneficially owned or controlled by such Stockholder (athe "Vote Shares"), or to grant a consent or approval in respect of the Vote 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; Merger or any other transaction pursuant to which Parent proposes to acquire the Company, whether by tender offer or merger, in which stockholders of the Company would receive aggregate consideration per share of Company Common Stock equal to or greater than the consideration to be received by such stockholders in the Offer and the Merger and otherwise on the same terms as the Offer and the Merger and/or (bii) against any action or agreement that which would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and (c) against any action or agreement (other than the Merger Agreement or the transactions contemplated thereby) that would material respect impede, interfere with, delay, postpone with or attempt to discourage prevent the Offer or the Merger, including, but not limited to: (i) , any other extraordinary corporate transaction, such as including, a merger, consolidation acquisition, sale, consolidation, reorganization or other business combination liquidation involving the Company and a third party, or any of its subsidiaries; (ii) a sale or transfer other proposal of a material amount of assets of third party to acquire the Company or any of its subsidiaries all or a reorganization, recapitalization or liquidation substantially all of the Company and its subsidiaries; (iii) any change in the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the Company's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementassets thereof. (iib) Shareholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares Shares, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iiic) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 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 Shareholder Stockholder under this Agreement. Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section or cause to be done by virtue in Section 9 hereof. Such irrevocable proxy , is executed and intended to be irrevocable. (iv) The vote irrevocable in accordance with the provisions of Section 212 of the proxyholder DGCL. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall control vote its Shares in any conflict between accordance with Section 5(a) above as instructed by Parent in writing. The parties agree that the vote by foregoing shall be a voting agreement created under Section 218 of the proxyholder of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's SharesDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereof, Shareholder Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxxx Xxxxx the Investor and Xxxxxxx Xxxxxxx, or either of themXxxx Xxxxxx, in their respective capacities his capacity as officers an officer of Parentthe Investor, and any individual who shall hereafter succeed to any such office of Parentthe Investor, and each of them individually, Shareholdersuch Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Shareholdersuch Stockholder, (i) to vote such Stockholder's Subject Shares (except for the Series D Stock, unless it shall first have been converted into Common Stock), or cause grant a consent or approval with respect to be voted) the Shares at any meeting Merger and the adoption by the Company of the ShareholdersMerger Agreement and (ii) to vote such Stockholder's Subject Shares (except for the Series D Stock, however called: unless it shall first have been converted into Common Stock), against (ax) any Alternative Transaction, as such term is defined in favor Section 5.2 of the Merger; (b) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement; and , (cy) against any action amendment of the Company's certificate of incorporation or agreement (by-laws or other than 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 Merger Agreement or any of the other transactions contemplated therebyby the Merger Agreement or change in any manner the voting rights of any class of Company Common Stock, or (z) any action that would impedecause the Company to breach any representation, interfere withwarranty or covenant contained in the Merger Agreement. The proxy granted pursuant to this Section (i) shall not affect the Stockholder's ability to make an election, delaypursuant to the terms and conditions of the Merger Agreement, postpone to receive cash or attempt to discourage stock as consideration in the Merger, including, but not limited to: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiaries; (ii) a sale or transfer shall terminate upon the termination of a material amount of assets of the Company or any of its subsidiaries or a reorganization, recapitalization or liquidation of the Company this Agreement pursuant to Section 9 and its subsidiaries; (iii) any change in is subject to the management or board of directors of the Company, except as otherwise agreed to in writing by the Parent and the Merger Sub; (iv) any material change in the present capitalization or dividend policy of the Company; or (v) any other material change in the CompanyInvestor's corporate structure or business or (vi) any other action which is intended, or could be reasonably expected, to impede, interfere with, delay, postpone or adversely effect the merger and the transactions contemplated by this Agreement and the Merger Agreementcompliance with Section 14. (iia) Shareholder Each Stockholder represents that any there are no proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revokedStockholder's Subject Shares. (iiib) Shareholder Each Stockholder hereby affirms that the each irrevocable proxy set forth in granted pursuant to this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 5 is given in connection with the execution of the Merger Agreement, and that each such irrevocable proxy is given to secure the performance of the duties of Shareholder the Stockholder under this Agreement. Shareholder Such Stockholder hereby further affirms that the each such irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder Each Stockholder hereby ratifies and confirms all that such the holder of each irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such Each such irrevocable proxy is executed and intended to be irrevocable. (ivirrevocable in accordance with the provisions of Section 212(e) The vote of the proxyholder Delaware General Corporation Law (the "DGCL"); provided, that each such irrevocable proxy shall control in any conflict between the vote by the proxyholder terminate upon termination of such Shareholder's Shares and a vote by such Shareholder of such Shareholder's Sharesthis Agreement pursuant to Section 9.

Grant of Irrevocable Proxy; Appointment of Proxy. (i) During the period commencing on 1.2.1 From and after the date hereof and continuing until this Agreement terminates pursuant to Section 2 hereofthe Expiration Time, the Shareholder hereby irrevocably and unconditionally grants to, and appoints, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx, or either of them, in their respective capacities as officers of Parent, Parent and any individual who shall hereafter succeed to any such office of Parentdesignee thereof, and each of them individually, the Shareholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote (or cause to be votedvoted (including by proxy or written consent, if applicable) the Shares at Securities, without regard to any meeting of the Shareholders, however called: Company Adverse Recommendation Change: (a) in favor for approval and adoption of the Merger; Merger Agreement and the transactions contemplated by the Merger Agreement; (b) against any action or agreement that would result in a breach Acquisition Proposal, without regard to the terms of any covenantsuch Acquisition Proposal, representation or warranty or any other obligation transaction, proposal, agreement or agreement action made in opposition to approval and adoption of the Company under Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement; and ; (c) against any action other action, agreement or agreement (other than the Merger Agreement transaction that is intended, that could reasonably be expected, or the transactions contemplated thereby) that would effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone postpone, discourage or attempt to discourage adversely affect the MergerMerger or any of the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Shareholder of its obligations under this Agreement, including, but not limited towithout limitation: (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or any of its subsidiariesCompany Subsidiary (other than the Merger); (ii) a sale sale, lease or transfer of a material amount of assets of the Company or any of its subsidiaries Company Subsidiary or a reorganization, recapitalization or liquidation of the Company and its subsidiariesor any Company Subsidiary; (iii) any change in an election of new members to the management or board of directors of the Company, except other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement or as otherwise agreed to provided in writing by the Parent and the Merger SubAgreement; (iv) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company's articles of incorporation or bylaws, except if approved in writing by Parent; (v) any action that would require the consent of Parent pursuant to Section 6.1 of the Merger Agreement, except if approved in writing by Parent; or (vvi) any other material change in the Company's corporate structure or business business, except if approved in writing by Parent; (d) against any action, proposal, transaction or (vi) agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other action which is intendedobligation or agreement of the Company contained in the Merger Agreement, or could be reasonably expected, of the Shareholder contained in this Agreement; and (e) in favor of any other matter necessary to impede, interfere with, delay, postpone or adversely effect the merger and consummation of the transactions contemplated by this Agreement and the Merger Agreement. (ii) 1.2.2 The Shareholder hereby represents that any proxies heretofore given in respect of the Shares Shareholder's Securities, if any, are not irrevocablerevocable, and that any hereby revokes such proxies are hereby revokedproxies. (iii) Shareholder hereby affirms that the proxy set forth in this Section 1.2 is coupled with an interest and is irrevocable until such time as this Agreement terminates in accordance with its terms. Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Shareholder's execution and delivery of this Agreement. 1.2.3 The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 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 the Shareholder under this Agreement. The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable. (iv) The , then the Shareholder agrees to vote of the proxyholder shall control in any conflict between the vote by the proxyholder of such Shareholder's Shares and Securities in accordance with Section 1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a vote by such Shareholder of such Shareholder's Sharesvoting agreement.