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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder 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 Rollover Securityholder under this Agreement. Each Rollover Securityholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolutionproxy, if applicable) such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered, in each case prior to the Expiration Time. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderShareholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderShareholder’s Securities. Each Rollover Securityholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Shareholder agrees to vote such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personsubject to Section 1.5, each Stockholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Shares owned by such Rollover Securityholder’s Securities Stockholder as of the applicable record date in accordance with the Required Votes; provided that each Stockholder’s grant of the proxy contemplated by this Section 1.1 above at 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is are to be considered. Each Rollover Securityholder represents , a duly executed irrevocable proxy card directing that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting Shares of such Rollover Securityholder’s SecuritiesStockholder be voted in accordance with the Required Votes; provided, if anyfurther, are not irrevocable that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and each Rollover Securityholder hereby revokes (or causes Stockholder shall retain the authority to be revoked) any and vote on all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxymatters. (b) Each Rollover Securityholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes all such proxies. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.2, if it becomes effective, 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and, except as set forth in this Section 1.2, and is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities the Shares in accordance with Section 1.1 above prior to the Expiration TimeRequired Votes. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably and unconditionally appoints Parent and any designee thereof thereof, each of them individually, as its/its or his true and lawful proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities solely in respect of the matters described in and in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it or him prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its or his Securities, if any, are not irrevocable have been revoked or substituted by Xxxxxx and each any designee thereof with respect to such Rollover Securityholder hereby revokes (or causes Shareholder’s Securities to be revoked) any and all previous the extent that such prior proxies, powers of attorney, instructions or other requests conflict or are inconsistent with respect to such Rollover Securityholder’s Securitiesthe proxy granted under this Section 1.2. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of give effect to this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be durable and irrevocable prior to the Expiration Timetermination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Shareholder agrees to vote such Rollover Securityholder’s its or his respective Securities in accordance with Section 1.1 above as instructed in writing by Parent, or any designee of Parent prior to the Expiration Time. The parties agree that the foregoing is a voting agreementtermination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personeach Shareholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Shareholder’s proxy and attorney-in-fact (with full power of substitution)) in accordance with Section 705(e) of the California General Corporation Law, for and in the name, place and stead of such Shareholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Shares owned by such Rollover Securityholder’s Securities Shareholder as of the applicable record date in accordance with the Required Votes; provided that each Shareholder’s grant of the proxy contemplated by this Section 1.1 above at 1.2 shall be effective if, and only if, such Shareholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is are to be considered. Each Rollover Securityholder represents , a duly executed irrevocable proxy card directing that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting Shares of such Rollover Securityholder’s SecuritiesShareholder be voted in accordance with the Required Votes; provided, if anyfurther, are not irrevocable that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and each Rollover Securityholder hereby revokes (or causes Shareholder shall retain the authority to be revoked) any and vote on all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxymatters. (b) Each Rollover Securityholder Shareholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes all such proxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.2, if it becomes effective, 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and, except as set forth in this Section 1.2, and is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, in each case without further action by any party. The proxy granted by the Shareholders herein shall survive the dissolution, bankruptcy, death or incapacity of any Shareholder. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Shareholder granting such proxy agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities vote, or to cause the holder of record on any applicable record date to vote, the Shares in accordance with Section 1.1 above prior to the Expiration TimeRequired Votes. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolutionproxy, if applicable) such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered, in each case, prior to the Expiration Time. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderShareholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderShareholder’s Securities. Each Rollover Securityholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Shareholder agrees to vote such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof thereof, each of them individually, as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of give effect to this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Shareholder agrees to vote such Rollover Securityholder’s its respective Securities in accordance with Section 1.1 above as instructed in writing by Parent, or any designee of Parent prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonStockholder hereby irrevocably grants to, and only appoints, Purchaser and each executive officer of Purchaser and each other person designated by Purchaser in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1writing as Stockholder’s proxy, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his proxy agent and attorney-in-fact (with full power of substitution), for and in the name, place and stead of Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary attend any meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, Company at which any the Merger Agreement or the Merger may be discussed or considered and to vote Stockholder’s Shares to adopt, approve and vote in favor of the matters described Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and against any Company Takeover Proposal (as defined in the Merger Agreement) or Company Superior Offer (as defined in the Merger Agreement) and as otherwise contemplated by Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy2. (b) Each Rollover Securityholder Stockholder represents that any proxies heretofore given in respect of Stockholder’s Shares are revocable, and that any such proxies are hereby revoked, and Stockholder agrees to promptly notify the Company of such revocation. (c) Stockholder understands and acknowledges that Purchaser and Merger Sub are entering into the Merger Agreement in reliance upon Stockholder’s execution and delivery of this Agreement. Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 3 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder under this Agreement. Each Rollover Securityholder further affirms that the irrevocable proxy is coupled with an interest andand may under no circumstances be revoked until the termination of this Agreement pursuant to Section 10(f). Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE. Stockholder shall execute and deliver to Purchaser any proxy cards that Stockholder receives to vote in favor of the Merger Agreement and the consummation of the Merger. Purchaser shall deliver to the Secretary of the Company any such proxy cards received by it at any meeting called to approve the consummation of the Merger. Without limiting the generality of the foregoing, except as set forth in this Section 1.2, such irrevocable proxy is executed and intended to be irrevocable prior in accordance with the provisions of Section 212 of the Delaware General Corporation Law. In the event that Stockholder fails for any reason to vote in accordance with the Expiration Timerequirements of Section 2, the vote of the proxyholder shall control in any conflict between the vote by the proxyholder in accordance with this Agreement and a vote by Stockholder. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Stockholder agrees to vote such Rollover SecurityholderStockholder’s Securities Shares in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement2 hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution)) in accordance with the DGCL, for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Shares owned by such Rollover Securityholder’s Securities Stockholder as of the applicable record date in accordance with the Required Votes; provided that each Stockholder’s grant of the proxy contemplated by this Section 1.1 above at 1.3 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is 1.2 are to be considered. Each Rollover Securityholder represents , a duly executed irrevocable proxy card directing that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting Shares of such Rollover Securityholder’s SecuritiesStockholder be voted in accordance with the Required Votes; provided, if anyfurther, are not irrevocable that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.2(ii), and each Rollover Securityholder hereby revokes (or causes Stockholder shall retain the authority to be revoked) any and vote on all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxymatters. (b) Each Rollover Securityholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes all such proxies. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.3, if it becomes effective, 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and, except as set forth in this Section 1.2, and is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically. The proxy granted by the Stockholder herein shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities vote, or to cause the holder of record on any applicable record date to vote, the Shares in accordance with Section 1.1 above prior to the Expiration TimeRequired Votes. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderShareholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderShareholder’s Securities. Each Rollover Securityholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Shareholder agrees to vote such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution) in accordance with the Delaware General Corporate Law (“DGCL”), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) ), the Shares owned by such Rollover Securityholder’s Securities Stockholder as of the applicable record date in accordance with the Required Votes; provided, that each Stockholder’s grant of the proxy contemplated by this Section 1.1 above at 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is are to be considered. Each Rollover Securityholder represents , a duly executed irrevocable proxy card directing that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting Shares of such Rollover Securityholder’s SecuritiesStockholder be voted in accordance with the Required Votes; provided, if anyfurther, are not irrevocable that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), and each Rollover Securityholder hereby revokes (or causes Stockholder shall retain the authority to be revoked) any and vote on all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxymatters. (b) Each Rollover Securityholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes all such proxies. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.2, if it becomes effective, 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The Parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and, except as set forth in this Section 1.2, and is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically. The proxy granted by the Stockholder herein shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities vote, or to cause the holder of record on any applicable record date to vote, the Shares in accordance with Section 1.1 above prior to the Expiration TimeRequired Votes. The parties Parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that Stockholder has heretofore granted with respect to the execution of Covered Shares. Stockholder hereby grants to, and appoints, the Merger Agreement and Company, as Stockholder’s irrevocable (until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his Termination Date) proxy and attorney-in-fact (with full power of substitution)) to (i) attend any and all meetings of the Parent’s stockholders, and (ii) vote, express consent or dissent or issue instructions to the record holder to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s Securities the Covered Shares in accordance with the provisions of Section 1.1 above 1 at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxiesmeetings of the Parent’s stockholders or in connection with any action sought to be taken by written consent of the Parent’s stockholders without a meeting. Stockholder intends this proxy to be irrevocable (until the Termination Date) (and as such shall survive and not be affected by the death, powers incapacity, mental illness or insanity of attorneyStockholder, instructions or other requests as applicable) and coupled with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall an interest and will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy. Company agrees not to exercise the proxy granted herein for any purpose other than the purposes described in this Agreement. (b) Each Rollover Securityholder The proxy granted in this Section 2 shall automatically expire upon the termination of this Agreement in accordance with Section 4. (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 2 is given in connection with and granted in consideration of and as an inducement to the execution of Company to enter into the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance obligations of Stockholder under Section 1. (d) With respect to any Covered Shares that are owned beneficially by Stockholder but are not held of record by Stockholder (other than shares beneficially owned by Stockholder that are held in the duties name of a bank, broker or nominee), Stockholder shall take all action reasonably necessary to cause the record holder of such Rollover Securityholder under this Agreement. Each Rollover Securityholder further affirms that Covered Shares to grant the irrevocable proxy is coupled with an interest and, except as set forth and take all other actions provided for this in this Section 1.2, is intended 2 with respect to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreementCovered Shares.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon During the execution of the Merger Agreement Support Period, each Stockholder hereby irrevocably and until the Expiration Time, without any further action by any Personunconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent Ameris and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Owned Shares owned by such Rollover Securityholder’s Securities Stockholder as of the applicable record date in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting 3 of this Agreement; provided, however, that each Stockholder’s grant of the shareholders of proxy contemplated by this Section 4 shall be effective if, and only if, such Stockholder has not delivered to Atlantic prior to the Company, however called, including any adjournment or postponement thereof, meeting at which any of the matters described in Section 1.1 above is 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Stockholder be voted in accordance with Section 3 of this Agreement. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder affirms that the irrevocable proxy set forth in this Section 1.2 4, if it becomes effective, is coupled with an interest and 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy is coupled with an interest andproxy, except as set forth in this Section 1.2if it becomes effective, is intended to be irrevocable prior to until the Expiration Timeend of the Support Period, at which time it will terminate automatically. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the end of the Support Period, to vote such Rollover Securityholder’s Securities the Owned Shares in accordance with Section 1.1 above prior to the Expiration Time3 of this Agreement. The parties agree that the foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonEach Stockholder hereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent Xxxxxxx X. Xxxxxx and any designee thereof as its/his other individual who shall hereafter be designated by Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Shares, or cause to be voted (including by proxy grant a consent or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement approval in respect of such Shares, at any meeting of stockholders of the voting Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of such Rollover Securityholder’s Securitiesthe Merger, if any, are not irrevocable the adoption by the Company of the Merger Agreement and the approval of the terms thereof and each Rollover Securityholder hereby revokes (of the other transactions contemplated by the Merger Agreement and against any Alternative Transaction or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyFrustrating Transaction. (b) Each Rollover Securityholder Stockholder represents that any proxies heretofore given in respect of such Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. The Stockholder agrees that if requested by Purchaser, the Stockholder will not attend or vote any Shares beneficially owned by the Stockholder at any annual or special meeting of stockholders or execute any written consent of stockholders. (c) 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, Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest andand may under no circumstances be revoked, except as set forth in this subject to Section 1.2, 8. Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of the General Corporation Law of the State of Delaware. Each Stockholder hereby affirms such irrevocable proxy shall be valid until the termination of this Agreement pursuant to Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement8.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon During the execution of the Merger Agreement Support Period, each Shareholder hereby irrevocably and until the Expiration Time, without any further action by any Personunconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent ABCB and any designee thereof as its/his 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 or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Owned Shares owned by such Rollover Securityholder’s Securities Shareholder as of the applicable record date in accordance with Section 1.1 above at 3 of this Agreement, and each Shareholder shall retain the Company Shareholders Meeting or authority to vote on all other annual or extraordinary meeting matters; provided, however, that each Shareholder’s grant of the shareholders of proxy contemplated by this Section 4 shall be effective if, and only if, such Shareholder has not delivered to FSC prior to the Company, however called, including any adjournment or postponement thereof, meeting at which any of the matters described in Section 1.1 above is 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Shareholder be voted in accordance with Section 3 of this Agreement. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder affirms that the irrevocable proxy set forth in this Section 1.2 4, if it becomes effective, is coupled with an interest and 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy is coupled with an interest andproxy, except as set forth in this Section 1.2if it becomes effective, is intended to be irrevocable prior to until the Expiration Timeend of the Support Period, at which time it will terminate automatically. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Shareholder granting such proxy agrees, until the end of the Support Period, to vote such Rollover Securityholder’s Securities the Owned Shares in accordance with Section 1.1 above prior to the Expiration Time3 of this Agreement. The parties agree that the foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon Subject to Section 5.01, the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonStockholder hereby irrevocably grants to, and only appoints, Mark Kaplow and Kevin Korsh, or any one of them, in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1their respective cxxxxxxxxx xs empxxxxxx xx Xarent, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof individual who shall hereafter succeed to any such office of Parent, and each of them individually, as its/his such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above the Shares held at the Company Shareholders Meeting or other annual or extraordinary meeting time of the shareholders of relevant stockholder vote in the Company, however called, including any adjournment or postponement thereof, at which any of the matters described manner set forth in Section 1.1 above is 1.01 hereof. The Stockholder will use his reasonable efforts to be considered. Each Rollover Securityholder represents that all proxies, powers cause any record holder of attorney, instructions or other requests given Shares beneficially owned by such Rollover Securityholder prior the Stockholder to grant substantially similar proxies as Parent may reasonably request in connection with the execution of Stockholder's obligations under this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyAgreement. (b) Each Rollover Securityholder The Stockholder represents that any proxies heretofore given with respect to matters contained herein in respect of the Stockholder's Shares are not irrevocable, and that any such proxies are hereby revoked. (c) The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.02 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 Rollover Securityholder the Stockholder under this Agreement. Each Rollover Securityholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this subject to Section 1.25.01 and the following sentence, is intended to may under no circumstances be irrevocable prior to revoked. Notwithstanding the Expiration Time. If for any reason foregoing, the proxy granted herein hereunder shall automatically terminate, and the interest with which it is not irrevocablecoupled shall for all purposes be deemed to be immediately and forever extinguished, then each Rollover Securityholder agrees upon the termination of this Agreement, or upon any sale, assignment, transfer, pledge, encumberance or disposition permitted hereunder, as to vote such Rollover Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreementany Shares so sold, assigned, transferred, pledged, encumbered or disposed of.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution The Stockholder hereby irrevocably grants to, and appoints, David Struwas and Stephen Zamansky, and each of them indivxxxxxxx, xx xheir xxxxxxxxxx xxxxxities as officers of the Merger Agreement and until the Expiration Time, without any further action by any PersonCompany, and only any individual who shall hereafter succeed such person in such office at the event and to Company, the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote or cause to be voted the Stockholder's Shares at any meeting of stockholders of DSLN (including by proxy without limitation the DSLN Stockholders Meeting), or written resolutionat any adjournment thereof or in any other circumstances upon which a vote, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting agreement, consent or other annual or extraordinary meeting approval is sought, on the matters set forth in Section 2 hereof; provided, however, that such vote shall be restricted to the matters set forth in Section 2 and such vote shall be an affirmative vote in favor of the shareholders transactions contemplated by the Purchase Agreement, including the Required Stockholder Approvals. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given Shares by such Rollover Securityholder prior to the execution of this Agreement any document or instrument for such purpose in respect the name of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyStockholder. (b) Each Rollover Securityholder The Stockholder 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 4 is given to secure the performance of the duties of such Rollover Securityholder the Stockholder under this Agreement. Each Rollover Securityholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be irrevocable prior to the Expiration Timedone by virtue hereof. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreementSUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 212 OF THE DELAWARE GENERAL CORPORATION LAW.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderShareholder’s Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement or until the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees Shareholder agrees, unless the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation, to vote such Rollover SecurityholderShareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) such Rollover SecurityholderStockholder’s Securities Subject Shares in accordance with the Required Votes; provided that each Stockholder’s grant of the proxy contemplated by this Section 1.1 above at 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is are to be considered. Each Rollover Securityholder represents , a duly executed irrevocable proxy card directing that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting Subject Shares of such Rollover SecurityholderStockholder be voted in accordance with the Required Votes; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote such Stockholder’s SecuritiesSubject Shares on the matters specified by Section 1.1, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes Stockholder shall retain the authority to be revoked) any and vote its Subject Shares on all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxymatters. (b) Each Rollover Securityholder Stockholder hereby (i) represents that any proxies heretofore given in respect of the Subject Shares, if any, are revocable, and hereby revokes all such proxies and (ii) represents that its Subject Shares are not subject to any voting agreement or voting trust that is inconsistent with this Agreement. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.2, if it becomes effective pursuant to Section 1.2(a), 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective pursuant to Section 1.2(a), is coupled with an interest and, except as set forth in this Section 1.2, and is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective pursuant to Section 1.2(a), then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities the Subject Shares in accordance with Section 1.1 above prior to the Expiration TimeRequired Votes. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Personeach Stockholder hereby irrevocably grants a proxy to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent member of the Special Committee, as its sole and any designee thereof as its/his proxy exclusive proxies and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in such Stockholder’s name, place and stead, to vote or cause to be voted (including by proxy execution and delivery of proxies or acting by written resolutionconsent, if applicable) such Rollover Securityholder’s the Covered Securities in accordance with Section 1.1 above 2.1 hereof at the Company Shareholders Meeting or other annual or extraordinary special meeting of the shareholders stockholders of the Company, however called, including any postponement or adjournment or postponement thereof, at which or in connection with any action sought to be taken by written consent of the matters described in Section 1.1 above is to be consideredstockholders of the Company without a meeting. Each Rollover Securityholder Stockholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Stockholder or its Affiliates prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderStockholder’s Covered Securities, if any, are not irrevocable and each Rollover Securityholder such Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests granted by such Stockholder and its Affiliates with respect to such Rollover SecurityholderStockholder’s SecuritiesCovered Securities and agrees that no subsequent proxy with respect to the Covered Securities shall be given by such Stockholder or its Affiliates (and, to the extent permitted by Law, if given shall be ineffective). The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of such Stockholder or any of its Affiliates. The proxy and power of attorney granted hereunder shall terminate upon the Expiration Time and shall not be terminated by operation of law or upon the occurrence of any other event other than termination of this Agreement pursuant to Section 6.1. Each Rollover Securityholder Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyirrevocable proxy and power of attorney. (b) Each Rollover Securityholder Stockholder affirms that the irrevocable proxy and power of attorney set forth in this Section 1.2 2.2 is given in connection with with, and in consideration of, the execution of the Merger AgreementAgreement by the Company, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder further (x) affirms that the such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and, except as set forth in this Section 1.2, is (ii) executed and intended to be (and is) irrevocable in accordance with the provisions of Section 212 of the DGCL prior to the Expiration TimeTime and (y) ratifies and confirms all that the proxy holders appointed hereunder may lawfully do or cause to be done in compliance with the express terms hereof. If for any reason the proxy granted herein is not irrevocablevalid, then each Rollover Securityholder Stockholder agrees to vote such Rollover SecurityholderStockholder’s Covered Securities in accordance with Section 1.1 above 2.1 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon Each Stockholder, during the execution term of the Merger Agreement and until the Expiration Timethis Agreement, without any further action by any Personhereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and Xxxxx X. Xxxxxxxxx, its Vice President--Assistant General Counsel, Xxxxxx Xxxxxxx, its Assistant Secretary and Senior Counsel and Xxxxx X. Xxxxxxx, its Vice President of Corporate Development, in their respective capacities as designees of Parent, and any designee thereof as its/his individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all of such Stockholder's Subject Shares, or cause to be voted grant a consent or approval in respect of such Subject Shares, (including i) in favor of adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by proxy the Merger Agreement, (ii) against any Takeover Proposal or written resolution, if applicableother Frustrating Transaction and (iii) such Rollover Securityholder’s Securities otherwise in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution 3 of this Agreement. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in respect of reliance upon the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable Stockholder's execution and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent delivery of this proxyAgreement. (b) Each Rollover Securityholder Stockholder represents that any proxies heretofore given in respect of such Stockholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) 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 such Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to 212(e) of the Expiration Time. The parties agree that the foregoing is a voting agreementDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon During the execution of the Merger Agreement Support Period, each Stockholder hereby irrevocably and until the Expiration Time, without any further action by any Personunconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Owned Shares owned by such Rollover Securityholder’s Securities Stockholder as of the applicable record date in accordance with Section 1.1 above at 3 of this Agreement, and each Stockholder shall retain the authority to vote on all other matters; provided, however, that each Stockholder’s grant of the proxy contemplated by this Section 4 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is 3 are to be considered, a duly executed irrevocable proxy card directing that the Owned Shares of such Stockholder be voted in accordance with Section 3 of this Agreement. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder affirms that the irrevocable proxy set forth in this Section 1.2 4, if it becomes effective, is coupled with an interest and 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy is coupled with an interest andproxy, except as set forth in this Section 1.2if it becomes effective, is intended to be irrevocable prior to until the Expiration Timeend of the Support Period, at which time it will terminate automatically. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the end of the Support Period, to vote such Rollover Securityholder’s Securities the Owned Shares in accordance with Section 1.1 above prior to the Expiration Time3 of this Agreement. The parties agree that the foregoing is a voting agreement. Notwithstanding anything contained herein to the contrary, this proxy shall automatically terminate and be revoked upon the termination of this Agreement in accordance with its terms.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Stockholder hereby irrevocably appoints Parent and any designee thereof as its/his his, her or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above hereof at the Company Shareholders Stockholders Meeting or other annual or extraordinary special meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 hereof above is to be considered. Each Rollover Securityholder Stockholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder him, her or it prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderStockholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderStockholder’s Securities. Each Rollover Securityholder Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Stockholder 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Stockholder agrees to vote such Rollover Securityholder’s his, her or its Securities in accordance with Section 1.1 above hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent Buyer and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution)) in accordance with the DGCL, for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Shares owned by such Rollover Securityholder’s Securities Stockholder as of the applicable record date in accordance with the Required Votes; provided that each Stockholder’s grant of the proxy contemplated by this Section 1.1 above at 1.6 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is are to be considered, a duly executed irrevocable proxy card directing that the Shares of such Stockholder be voted in accordance with the Required Votes. Each Rollover Securityholder represents that all proxies, powers The proxy and power of attorney, instructions or other requests given by such Rollover Securityholder prior to attorney granted hereunder shall terminate upon the execution termination of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyAgreement. (b) Each Rollover Securityholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes all such proxies. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.6 is given in connection with the execution of the Merger Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder The parties hereby further affirms affirm that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, and is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, in each case without further action by any party. The proxy granted by the Stockholders herein shall survive the dissolution, bankruptcy, death or incapacity of any Stockholder. If for any reason the any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Rollover Securityholder agrees the Stockholder granting such proxy agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities vote, or to cause the holder of record on any applicable record date to vote, the Shares in accordance with Section 1.1 above prior to the Expiration TimeRequired Votes. The parties agree that the foregoing is a voting agreement. (d) The Purchaser acknowledges and agrees that the irrevocable proxy granted by each Stockholder hereunder (to the extent granted) is limited to the Required Votes described in Section 1.1 and that the Buyer may take no action on behalf of a Stockholder pursuant to such proxy other than the casting of the Required Votes.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonEach Stockholder hereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and Robert M. Buchan, Chairman and Chief Executive Officer of Parent and Joxx X. Xxxxx, Xxxcutive Vice President of Parent, in their respective xxxxxxxxxx xx officers of Parent, and any designee thereof as its/his individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all Shares for which it has or cause shares the power to be voted vote, or grant a consent or approval in respect of such Shares in any manner permitted by the DGCL, (including i) in favor of the Merger, the execution and delivery of the Merger Agreement and approval of the terms thereof and each of the other transactions contemplated by the Merger Agreement and (ii) against any Competing Transaction. The foregoing proxy or written resolution, if applicableshall terminate automatically upon the termination of this Section under Section 12. It is understood that such Stockholder retains its voting rights except to the extent specifically set forth in this Section 7(a) and that such Rollover Securityholder’s Securities Stockholder may exercise such voting rights in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked2(d) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyhereof. (b) Each Rollover Securityholder Stockholder represents and warrants to Parent and Sub that any proxies heretofore given in respect of the Shares are not irrevocable, and that any such proxies are hereby revoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 7 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to 212(e) of the Expiration Time. The parties agree that the foregoing is a voting agreementDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such The Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each The Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each The Rollover Securityholder Shareholder 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 the Rollover Securityholder Shareholder under this Agreement. Each The Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement or until the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation. If for any reason the proxy granted herein is not irrevocable, then each the Rollover Securityholder agrees Shareholder agrees, unless the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation, to vote such Rollover Securityholder’s its Securities in accordance with Section 1.1 above prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such The Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each The Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such the Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each The Rollover Securityholder Shareholder 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 the Rollover Securityholder Shareholder under this Agreement. Each The Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement or until the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation. If for any reason the proxy granted herein is not irrevocable, then each the Rollover Securityholder agrees Shareholder agrees, unless the Company Board (at the direction of the Special Committee) or the Special Committee has made a Change in the Company Recommendation, to vote such Rollover Securityholder’s its Securities in accordance with Section 1.1 above prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof thereof, each of them individually, as its/its or his proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it or him prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its or his Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of give effect to this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Shareholder agrees to vote such Rollover Securityholder’s its or his respective Securities in accordance with Section 1.1 above as instructed in writing by Parent, or any designee of Parent prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants a proxy to, and only in appoints, the event Company, as its sole and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his proxy exclusive proxies and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in such Stockholder’s name, place and stead, to vote or cause to be voted (including by proxy execution and delivery of proxies or acting by written resolutionconsent, if applicable) such Rollover Securityholder’s the Covered Securities in accordance with Section 1.1 above 2.1 hereof at the Company Shareholders Meeting or other annual or extraordinary special meeting of the shareholders stockholders of the Company, however called, including any postponement or adjournment or postponement thereof, at which or in connection with any action sought to be taken by written consent of the matters described in Section 1.1 above is to be considered. stockholders of the Company without a meeting. (b) Each Rollover Securityholder Stockholder represents that all proxies, powers of attorney, instructions or other requests any proxies heretofore given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderStockholder’s Covered Securities, if any, are not irrevocable revocable, and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous such proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (bc) Each Rollover Securityholder Stockholder affirms that the irrevocable proxy and power of attorney 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 such Rollover Securityholder Stockholder under this AgreementAgreement and is granted in accordance with the provisions of Section 212 of the DGCL. Each Rollover Securityholder Stockholder further (x) affirms that the such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and, except as set forth in this Section 1.2, is (ii) executed and intended to be (and is) irrevocable in accordance with the provisions of Section 212 of the DGCL prior to the Expiration TimeTime and (y) ratifies and confirms all that the proxy holders appointed hereunder may lawfully do or cause to be done in compliance with the express terms hereof. If for any reason the proxy granted herein is not irrevocablevalid, then each Rollover Securityholder Stockholder agrees to vote such Rollover SecurityholderStockholder’s Covered Securities in accordance with Section 1.1 above 2.1 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent Holdco and any designee thereof thereof, each of them individually, as its/his its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its Securities, if any, are not irrevocable have been revoked or substituted by Holdco and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Shareholder agrees to vote such Rollover Securityholder’s its respective Securities in accordance with Section 1.1 above as instructed in writing by Holdco, or any designee of Holdco prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Stockholder hereby irrevocably appoints Parent and any designee thereof as its/his his, her or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above hereof at the Company Shareholders Stockholders Meeting or other annual or extraordinary special meeting of the shareholders stockholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 hereof above is to be considered. Each Rollover Securityholder Stockholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder him, her or it prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderStockholder’s Securities, if any, are not irrevocable and each Rollover Securityholder Stockholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderStockholder’s Securities. Each Rollover Securityholder Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Stockholder 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Stockholder agrees to vote such Rollover Securityholder’s his, her or its Securities in accordance with Section 1.1 above hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. To fully implement the agreement of each Stockholder set forth in Section 2 above: (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Each Stockholder hereby irrevocably appoints Parent CRC, its officers and any designee thereof designees, with full power of substitution (each of CRC, its officers and designees and its substitutes being referred to herein as its/his the "Proxy"), and each of them, as the true and lawful proxy and attorney-in-fact (with full power of substitution)such Stockholder, until the termination of this Agreement, to vote or cause all Subject Securities that are voting securities on matters as to be voted (including by proxy or written resolution, if applicable) which such Rollover Securityholder’s Securities in accordance with Section 1.1 above Stockholder is entitled to vote at the Company Shareholders Meeting or other annual or extraordinary a meeting of the shareholders stockholders of ESNI or to which such Stockholder's vote, consent or other approval is sought, in the Proxy's absolute, sole and binding discretion, on the matters specified in Section 2 above. Each Stockholder agrees that, until the termination of this Agreement, the Proxy may, in such Stockholder's name and stead, (i) attend any annual or special meeting of the Company, however called, including stockholders of ESNI and vote all Subject Securities that are voting securities at any adjournment such annual or postponement thereof, at which any of special meeting as to the matters described specified in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies2 above, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revokedii) any and all previous proxies, powers of attorney, instructions or other requests provide with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further all Subject Securities its vote, consent and approval to corporate action or execute such other instruments as may be necessary to effectuate the intent of this proxyrespecting any matter specified in Section 2 above. (b) Each Rollover Securityholder Such Stockholder hereby revokes any and all previous proxies granted with respect to the Subject Securities. (c) Such Stockholder hereby affirms that the irrevocable grant of proxy and appointment of attorney set forth in this Section 1.2 3 is given in connection with irrevocable, until the execution termination of the Merger this Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder under this Agreement. Each Rollover Securityholder further affirms that the irrevocable proxy is coupled with an interest andand agrees that a Person designated as Proxy pursuant hereto may at any time name any other person as its substituted Proxy to act pursuant hereto, except either as set forth in this Section 1.2, to a specific matter or as to all matters. Such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to 212 of the Expiration TimeDelaware General Corporation Law (the "DGCL"). The parties agree Such Stockholder hereby ratifies and confirms all that the foregoing is a voting agreementProxy may lawfully do or cause to be done by virtue hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution date of the Merger Agreement this Agreement, subject to Section 1.5 and Section 2.2, until the Expiration TimeDate, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) the Shares beneficially owned by such Rollover Securityholder’s Securities Stockholder and entitled to vote as of the applicable record date in accordance with the Required Votes; provided, that such Stockholder’s grant of the proxy contemplated by this Section 1.1 above at 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company Shareholders Meeting or other annual or extraordinary prior to the meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is are to be considered. Each Rollover Securityholder represents , a duly executed irrevocable proxy card directing that all proxies, powers of attorney, instructions or other requests given the Shares beneficially owned by such Rollover Securityholder prior Stockholder and entitled to vote be voted in accordance with the execution of this Agreement in respect of the voting Required Votes; provided, further, that any grant of such Rollover Securityholder’s Securitiesproxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii), if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes Stockholder shall retain the authority to be revoked) any and vote on all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxymatters. (b) Each Rollover Securityholder Stockholder hereby represents that any proxies heretofore given in respect of the Shares, if any, are revocable, and hereby revokes all such proxies. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.2, if it becomes effective, 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 Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder hereby further affirms that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to until the Expiration TimeDate, at which time it will terminate automatically. If Subject to Section 1.5 and Section 2.2, if for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees Stockholder agrees, until the Expiration Date, to vote such Rollover Securityholder’s Securities the Shares in accordance with Section 1.1 above prior to the Expiration Timeas instructed by Parent in writing. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon From and after the execution of the Merger Agreement and date hereof until the Expiration TimeDate, without any further action by any Personthe Stockholder hereby irrevocably and unconditionally grants to, and only in appoints, the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent Buyer and any designee thereof of the Buyer (determined in the Buyer’s sole discretion) as its/his the Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote or cause to be voted (including by proxy or written resolutionconsent, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Required Votes. (b) The Stockholder hereby represents that all proxies, powers of attorney, instructions or other requests any proxies heretofore given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable revocable, and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous such proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (bc) Each Rollover Securityholder The Stockholder 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 Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder the Stockholder under this Agreement. Each Rollover Securityholder The Stockholder hereby further affirms that the irrevocable proxy set forth in this Section 2.2 is coupled with an interest sufficient in law to support an irrevocable proxy and, except as set forth in this Section 1.2until the occurrence of the Expiration Date, is intended to be irrevocable prior to the Expiration Timeand binding upon any permitted transferees, distributees, successors or assigns. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees the Stockholder agrees, until the Expiration Date, to vote such Rollover Securityholder’s the Securities (or cause the Securities to be voted) in accordance with subparagraphs (a) through (g) of Section 1.1 above prior to 2.1 above, as instructed by the Expiration TimeBuyer in writing. The parties agree that the foregoing is a voting agreement. (d) The power of attorney granted by the Stockholder herein is a durable power of attorney and shall, to the extent applicable, survive the administration, receivership or any similar proceeding of the Stockholder. (e) The irrevocable proxy and power of attorney granted by the Stockholder in this Section 2.2 shall not be terminated by any act of the Stockholder or by operation of Law and shall automatically expire upon the termination of this Agreement. (f) The Buyer hereby acknowledges and agrees that the proxy set forth in this Section 2.2 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 2.1 and the Buyer agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 2.1.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonEach Stockholder hereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause the Tender Shares to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s Securities approve and vote in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting favor of the shareholders of Offer, the CompanyMerger Agreement and the transactions contemplated by the Merger Agreement, however called, including against any adjournment or postponement thereof, at which any of the matters described in Acquisition Proposal and otherwise as contemplated by Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy1.2. (b) Each Rollover Securityholder Stockholder severally (and not jointly) represents that any proxies heretofore given in respect of the Tender Shares are revocable, and that any such proxies are hereby revoked. (c) Each Stockholder severally (and not jointly) understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder severally (and not jointly) hereby affirms that the irrevocable proxy set forth in this Section 1.2 1.3 is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder under this Agreement. Each Rollover Securityholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in and may under no circumstances be revoked until the termination of this Agreement pursuant to Section 1.2, is intended 2. Each Stockholder severally (and not jointly) hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be irrevocable prior done by virtue hereof. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND, EXCEPT AS SET FORTH IN SECTION 2, IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 78.355 OF THE NEVADA REVISED STATUTES. Each Stockholder shall execute and deliver to the Expiration Time. If for Parent any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees cards that such Stockholder receives to vote such Rollover Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.favor of the

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Personeach Stockholder hereby irrevocably and unconditionally grants a proxy to, and only in appoints, the event Company, as its sole and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his proxy exclusive proxies and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), for and in such Stockholder’s name, place and stead, to vote or cause to be voted (including by proxy execution and delivery of proxies or acting by written resolutionconsent, if applicable) such Rollover Securityholder’s the Covered Securities in accordance with Section 1.1 above 2.1 hereof at the Company Shareholders Meeting or other annual or extraordinary special meeting of the shareholders stockholders of the Company, however called, including any postponement or adjournment or postponement thereof, at which or in connection with any action sought to be taken by written consent of the matters described in Section 1.1 above is to be considered. stockholders of the Company without a meeting. (b) Each Rollover Securityholder Stockholder represents that all proxies, powers of attorney, instructions or other requests any proxies heretofore given by such Rollover Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderStockholder’s Covered Securities, if any, are not irrevocable revocable, and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous such proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (bc) Each Rollover Securityholder Stockholder affirms that the irrevocable proxy and power of attorney set forth in this Section 1.2 2.2 is given in connection with the execution of the Merger AgreementAgreement , and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder Stockholder under this AgreementAgreement and is granted in accordance with the provisions of Section 212 of the DGCL. Each Rollover Securityholder Stockholder further (x) affirms that the such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and, except as set forth in this Section 1.2, is (ii) executed and intended to be (and is) irrevocable in accordance with the provisions of Section 212 of the DGCL prior to the Expiration TimeTime and (y) ratifies and confirms all that the proxy holders appointed hereunder may lawfully do or cause to be done in compliance with the express terms hereof. If for any reason the proxy granted herein is not irrevocablevalid, then each Rollover Securityholder Stockholder agrees to vote such Rollover SecurityholderStockholder’s Covered Securities in accordance with Section 1.1 above 2.1 hereof prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon Each Stockholder, during the execution term of the Merger Agreement and until the Expiration Timethis Agreement, without any further action by any Personhereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and Xxxxx X. Xxxxxxxxx, its Vice President--Assistant General Counsel, Xxxxxx Xxxxxxx, its Assistant Secretary and Senior Counsel and Xxxxx X. Xxxxxxx, its Vice President of Corporate Development, in their respective capacities as designees of Parent, and any designee thereof as its/his individual who shall hereafter succeed to any such office of Parent, and each of them individually, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote all of such Stockholder's Subject Shares, or cause to be voted grant a consent or approval in respect of such Subject Shares, (including i) in favor of adoption of the Merger Agreement and the approval of the terms thereof and of the Merger and each of the other transactions contemplated by proxy the Merger Agreement, (ii) against any Takeover Proposal or written resolution, if applicableother Frustrating Transaction and (iii) such Rollover Securityholder’s Securities otherwise in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution 3 of this Agreement. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in respect of reliance upon the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable Stockholder's execution and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent delivery of this proxyAgreement. (b) Each Rollover Securityholder Stockholder represents that any proxies heretofore given in respect of such Stockholder's Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) 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 such Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, and may under no circum stances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to 212(e) of the Expiration Time. The parties agree that the foregoing is a voting agreementDGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonThe Stockholder hereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and Xxxx Xxxxxxxx and Xxxxx Xxxxxxx, or either of them, in their respective capacities as officers or directors of Parent, and any designee thereof as its/his individual who shall hereafter succeed to any such office or directorship of Parent, and each of them individually, the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Specified Securities (other than Warrants), and, in the case of Fiskars to vote the Preferred Stock convertible into such Specified Securities, or cause to be voted (including by proxy grant a consent or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement approval in respect of the voting of such Rollover Securityholder’s Specified Securities, if any, are not irrevocable in favor of the various transactions contemplated by the Merger Agreement (the "Transactions") and each Rollover Securityholder hereby revokes (or causes to be revoked) against any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyAcquisition Transaction. (bii) Each Rollover Securityholder The Stockholder represents that any proxies heretofore given in respect of the Stockholder's Option Securities (other than Warrants) are not irrevocable, and that any such proxies are hereby revoked. (iii) The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4(c) 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 Rollover Securityholder the Stockholder under this Agreement. Each Rollover Securityholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, and may under no circumstances be revoked. The Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to 212(e) of the Expiration Time. The parties agree that the foregoing is a voting agreementDelaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof thereof, each of them individually, as its/his or her proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Shareholder Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder him or her prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s his or her Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Shareholder agrees to vote such Rollover Securityholder’s his or her respective Securities in accordance with Section 1.1 above as instructed in writing by Parent, or any designee of Parent prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonSaferin hereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent and Martin E. Schloss and C. Gray Bethea, or either of them, in their resxxxxxxx xxxxxxxxxs as offxxxxx xx Xxrent, and any designee thereof as its/his individual who shall hereafter succeed to any such office of Parent, and each of them individually, Saferin's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Saferin, to vote the Existing Shares, or cause to be voted (including by proxy grant a consent or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the execution of this Agreement approval in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revokedExisting Shares in the manner described in Section 2(e) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxyAgreement. (bii) Each Rollover Securityholder Saferin represents that there are no existing options, warrants, calls, pre-emptive rights, irrevocable proxies, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to Saferin 's Shares, and any proxies heretofore given in respect of Saferin 's Shares (which are revocable) are hereby revoked. (iii) Saferin understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Saferin 's execution and delivery of this Agreement. Saferin hereby affirms that the irrevocable proxy set forth in this Section 1.2 2(g) 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 Rollover Securityholder Saferin under this Agreement. Each Rollover Securityholder Saferin hereby further affirms that the irrevocable proxy is coupled with an interest andand may under no circumstances be revoked, except as set forth in that such proxy will automatically be revoked upon termination of this Agreement pursuant to Section 1.2, 7 hereof. Saferin hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to 212(e) of the Expiration Time. The parties agree that the foregoing is a voting agreementDelaware General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration TimeAmalgamation Agreement, without any further action by any Personperson, and only in the event and to the extent that such Rollover Securityholder Shareholder fails to perform his or its obligations under Section 1.11.1 above, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolutionresolution proposed in accordance with the articles of incorporation and by-laws of the Company, if applicable) such Rollover SecurityholderShareholder’s Securities Shares in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderShareholder’s SecuritiesShares, if any, are not irrevocable and each Rollover Securityholder Shareholder hereby revokes (or causes and shall cause to be revokedrevoked if necessary) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderShareholder’s SecuritiesShares. Each Rollover Securityholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Amalgamation Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.21.2 , is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Shareholder agrees to vote such Rollover SecurityholderShareholder’s Securities Shares in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Each Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof thereof, each of them individually, as its/, his or her proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Securityholder’s the Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder it, him or her prior to the execution of this Agreement in respect of the voting of such Rollover Securityholder’s its, his or her Securities, if any, are not irrevocable have been revoked or substituted by Parent and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests designee thereof with respect to such Rollover SecurityholderShareholder’s SecuritiesSecurities in connection with the transactions contemplated, and to the extent required, under the Merger Agreement and this Agreement, including the Merger. Each Rollover Securityholder Shareholder shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the intent of give effect to this proxy. (b) Each Rollover Securityholder Shareholder 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 Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Timetermination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then each such Rollover Securityholder Shareholder agrees to vote such Rollover Securityholder’s its, his or her respective Securities in accordance with Section 1.1 above as instructed in writing by Xxxxxx, or any designee of Holdco prior to the Expiration Timetermination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any Person, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1, each Rollover Supporting Securityholder hereby irrevocably appoints Parent and any designee thereof as its/his or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolution, if applicable) such Rollover Supporting Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or extraordinary meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Supporting Securityholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Supporting Securityholder prior to the execution of this Agreement in respect of the voting of such Rollover Supporting Securityholder’s Securities, if any, are not irrevocable and each Rollover Supporting Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Supporting Securityholder’s Securities. Each Rollover Supporting Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Supporting Securityholder 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 Rollover Supporting Securityholder under this Agreement. Each Rollover Supporting Securityholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Supporting Securityholder agrees to vote such Rollover Supporting Securityholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration TimeAmalgamation Agreement, without any further action by any Personperson, and only in the event and to the extent that such Rollover Securityholder Shareholder fails to perform his or its obligations under Section 1.11.1 above, each Rollover Securityholder Shareholder hereby irrevocably appoints Parent and any designee thereof as its/his or its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy or written resolutionresolution proposed in accordance with the articles of incorporation and by-laws of the Company, if applicable) such Rollover SecurityholderShareholder’s Securities Shares in accordance with Section 1.1 above at the Company Shareholders Shareholders’ Meeting or other annual or extraordinary special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Rollover Securityholder Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder Shareholder prior to the execution of this Agreement in respect of the voting of such Rollover SecurityholderShareholder’s SecuritiesShares, if any, are not irrevocable and each Rollover Securityholder Shareholder hereby revokes (or causes and shall cause to be revokedrevoked if necessary) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover SecurityholderShareholder’s SecuritiesShares. Each Rollover Securityholder Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Rollover Securityholder Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Amalgamation Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder Shareholder under this Agreement. Each Rollover Securityholder Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder Shareholder agrees to vote such Rollover SecurityholderShareholder’s Securities Shares in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonEach Stockholder hereby irrevocably grants to, and only appoints, Embarcadero I and Xxxx Xxxxxx, in the event and to the extent that his capacity as an officer of such Rollover Securityholder fails to perform his or its obligations under Section 1.1Purchaser, each Rollover Securityholder hereby irrevocably appoints Parent and any designee thereof individual who shall hereafter succeed to any such office of such Purchaser, as its/his such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote such Stockholder's Subject Shares, or cause to be voted grant a consent or approval in respect of such Subject Shares against (including by proxy i) any Alternative Transaction, (ii) any amendment of Parent's certificate of incorporation or written resolution, if applicable) such Rollover Securityholder’s Securities in accordance with Section 1.1 above at the Company Shareholders Meeting by-laws or other annual proposal or extraordinary meeting of transaction involving Parent, which amendment or other proposal or transaction could impede, frustrate, prevent or nullify the shareholders of Purchase Agreement or the Company, however called, including any adjournment Related Documents or postponement thereof, at which any of the matters described transactions contemplated thereby or change in any manner the voting rights of any class of Parent's capital stock, or (iii) any action that could cause Parent to breach any representation, warranty or covenant contained in the Purchase Agreement or the Related Documents. The proxy granted pursuant to this Section 1.1 above is to be considered. Each Rollover Securityholder represents that all proxies, powers 4(a) shall terminate upon the earlier of attorney, instructions or other requests given by such Rollover Securityholder prior to (i) the execution Closing Date and (ii) the termination of this Agreement in respect of the voting of such Rollover Securityholder’s Securities, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes pursuant to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxySection 8. (b) Each Rollover Securityholder Such Stockholder represents that there are no proxies heretofore given in respect of such Stockholder's Subject Shares. Such Stockholder further covenants not to grant any such proxies to any Person during the term of this Agreement. (c) Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.2 4 is given in connection with the execution and delivery of the Merger Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Rollover Securityholder the Stockholder under this Agreement. Each Rollover Securityholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, and may under no circumstances be revoked. Such Stockholder hereby ratifies and confirms all that the holder of such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities in accordance with the provisions of Section 1.1 above prior to the Expiration Time. The parties agree that the foregoing is a voting agreement705(e) of California General Corporation Law.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Effective immediately upon the execution of the Merger Agreement and until the Expiration Time, without any further action by any PersonEach Stockholder hereby irrevocably grants to, and only in the event and to the extent that such Rollover Securityholder fails to perform his or its obligations under Section 1.1appoints, each Rollover Securityholder hereby irrevocably appoints Parent Beta and any designee thereof as its/his other individual designated in writing by Beta, and each of them individually, such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written resolution, if applicable) during the term of this Agreement all of such Rollover SecurityholderStockholder’s Securities in accordance with Section 1.1 above Subject Shares at the Company Shareholders Meeting or other any annual or extraordinary special meeting of the shareholders stockholders of the Company, however called, including Sigma or any adjournment or postponement thereof and to act by written consent in lieu of any meeting of stockholders, (i) in favor of the adoption of the Merger Agreement and the approval of the terms thereof, at which any the Merger and each of the matters described other transactions contemplated by the Merger Agreement and the approval of the Share Issuance in accordance with the terms of Section 1.1 above is to be considered3(a) of this Agreement and (ii) against any Vote-Down Matter in accordance with the terms of Section 3(b) of this Agreement. The proxy granted in this Section 4 shall expire upon the termination of this Agreement. Each Rollover Securityholder represents Stockholder agrees that all proxies, powers of attorney, instructions or other requests given by such Rollover Securityholder prior to the immediately after execution of this Agreement in respect of the voting of such Rollover Securityholder’s SecuritiesAgreement, if any, are not irrevocable and each Rollover Securityholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Rollover Securityholder’s Securities. Each Rollover Securityholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent an executed copy of this proxyAgreement shall be filed with the secretary of Sigma. (b) Each Rollover Securityholder Stockholder represents that any proxies heretofore given in respect of such Stockholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) 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 such Rollover Securityholder Stockholder under this Agreement. Each Rollover Securityholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in and may under no circumstances be revoked during the term of this Section 1.2, Agreement. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done during the term of this Agreement by virtue hereof. Each such irrevocable proxy is executed and intended to be irrevocable prior to during the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Rollover Securityholder agrees to vote such Rollover Securityholder’s Securities term of this Agreement in accordance with the provisions of Section 1.1 above prior to 212(e) of the Expiration Time. The parties agree that the foregoing is a voting agreementDGCL.