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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser and any individual designated in writing by Purchaser, 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 all of the Subject Shares, or grant a consent or approval in respect of the Subject Shares, (i) in favor of the approval of the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Purchaser NDC and Xxxxxx X. Xxxxxxxxxx, President of NDC, and X. X. Xxxxxxxxxx, Chief Financial Officer of NDC, in their respective capacities as officers of NDC, and any individual designated in writing by Purchaserwho shall hereafter succeed to any such office of NDC, such Shareholder’s 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 such Shareholderthe Stockholder, to vote all of the Subject Stockholder's Shares, or grant a consent or approval in respect of the Subject Shares, such Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and approval of the Share Purchase Agreement, the Share Issuance terms thereof and each of the other transactions and matters contemplated by the Share Purchase Merger Agreement, provided that the terms of the Merger Agreement shall not have been amended or waived to in any manner (i) affect the rights of the Stockholders or their representatives or increase the Stockholders' obligations thereunder, or (ii) increase the consideration payable to the holders of Source Common Stock, without the prior written consent of the Stockholders, and (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this AgreementCompeting Transaction. (b) Each Shareholder Stockholder represents that any proxies heretofore given in respect of the Subject Shares Stockholder's shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 212(e) of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 hereof at the Company Shareholders Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 hereof above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 hereof prior to the provisions of Expiration Time. The parties hereto agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its or his proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Voting Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Voting Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Voting Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Voting Securities in accordance with Section 1.1 above prior to the provisions of Expiration Time. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Purchaser Parent and X. Xxxxx X. Xxxxx (as President and Chief Executive Officer) and Xxxx Xxxxxxx (as Chief Financial Officer), or either of them, in their respective capacities as officers of Parent, and any individual designated in writing by Purchaserwho shall hereafter succeed to any such office of Parent, and each of them individually, such Shareholder’s Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such ShareholderStockholder, to vote all of the Subject such Stockholder's Shares, or grant a consent or approval in respect of the Subject Shares, (i) Shares in favor of the approval of the Share Purchase Agreement, the Share Issuance and each of the other various transactions and matters contemplated by the Share Purchase Agreement, Merger Agreement (the "Transactions") and against any Acquisition Proposal. (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. (b) Each Shareholder Stockholder represents that any proxies heretofore given in respect of the Subject such Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (ciii) Each Shareholder Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 3(c) is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Purchaser Parent, Sub and any individual designated in writing by PurchaserParent, such Shareholder’s the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to vote all of the his, her or its Subject Shares, or grant a consent or any approval in respect of the such Subject Shares, (i) in favor of the adoption of the Merger Agreement and the approval of the Share Purchase Agreement, terms thereof and of the Share Issuance Merger and each of the other transactions and matters contemplated by the Share Purchase AgreementMerger Agreement or any Increased Acquisition Proposal, (ii) against any Alternative Acquisition Proposal or other Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder The Stockholder understands and acknowledges that Purchaser is Parent and Sub are entering into the Share Purchase Merger Agreement in reliance upon such Shareholder’s the Stockholder's execution and delivery of this Agreement. (b) Each Shareholder Stockholder represents that any proxies heretofore heretofor given in respect of the his, her or its Subject Shares are not irrevocable, irrevocable and that all such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances and, except as set forth in Section 9 hereof, is intended to be revokedirrevocable in accordance with the provisions of Section 212(e) of the DGCL. Each Shareholder If for any reason the proxy granted herein is not irrevocable, then the Stockholder agrees to vote his, her or its Subject Shares as instructed by Parent in writing. The 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Without in any way limiting any Holder’s right to vote the Shares in its sole discretion on any other matters that may be submitted to a Holder vote, consent or other approval, each Holder hereby irrevocably grants to, and appoints, Purchaser Parent and any individual designated in writing by Purchaserduly appointed designee thereof, such ShareholderXxxxxx’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such ShareholderHolder, to attend any meeting of the stockholders of the Company on behalf of such Holder, to include such Shares in any computation for purposes of establishing a quorum at any meeting of Holders of the Company, and to vote all of Shares beneficially owned or controlled by such Holder (the Subject “Vote Shares”), or to grant a consent or approval in respect of the Subject Vote Shares, (i) in favor connection with any meeting of the approval Holders of the Share Purchase Agreement, the Share Issuance and each Company or any action by written consent in lieu of a meeting of Holders of the other transactions and matters contemplated by the Share Purchase AgreementCompany, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with the provisions of Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement2. (b) Each Shareholder Holder hereby represents that any proxies heretofore given in respect of the Subject Shares with respect to any of the matters set forth in Section 2, if any, are not irrevocablerevocable, and that all hereby revokes such proxies are hereby revokedproxies. (c) Each Shareholder Holder hereby affirms that the irrevocable proxy set forth in this Section 4 3 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Holder under this Agreement. Each Shareholder Holder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon DGCL during the termination term of this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Xxxxxx agrees that it shall vote its Shares in accordance with Section 2 above as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Purchaser Chrix Xxxxx xxx Thomxx X. Xxxxxxxxxx xxx any other individual who shall hereafter be designated by Parent, and any individual designated in writing by Purchasereach of them, such Shareholder’s Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such ShareholderStockholder, to vote all of the Subject such Stockholder's Shares, or grant a consent or approval in respect of the Subject such Shares, (i) at any meeting of stockholders of the Company or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, in favor of the Merger, the adoption by the Company of the Merger Agreement and the approval of the Share Purchase Agreement, the Share Issuance terms thereof and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) Merger Agreement and against any alternative Transaction or Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this AgreementTransaction. (b) Each Shareholder Stockholder represents that any proxies heretofore given in respect of the Subject such Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 5 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Such Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8 below. Each Shareholder Such Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 General Corporation Law of the Delaware General Corporation Law. (d) The State of Delaware. Such irrevocable proxy granted in this Section 4 shall automatically expire upon be valid until the termination of this AgreementAgreement pursuant to Section 8 below.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder The Stockholder hereby irrevocably grants to, and appoints, Purchaser Patrxxx X. Xxxxx, Xxief Executive Officer of PSS, and Davix X. Xxxxx, Xxief Financial Officer of PSS, in their respective capacities as officers of PSS, and any individual designated in writing by Purchaserwho shall hereafter succeed to any such office of PSS, such Shareholder’s 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 such Shareholderthe Stockholder, to vote all of the Subject Shares, Stockholder's Shares or grant a consent or approval in respect of the Subject Shares, (i) such Shares in favor of the Merger, the execution and delivery of the Merger Agreement and approval of the Share Purchase Agreementterms thereof, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Merger Agreement, (ii) against provided that the terms of the Merger Agreement shall not have been amended to reduce the Exchange Ratio payable in the Merger to a lesser amount of PSS Common Stock or otherwise to adversely impair the Stockholder's rights or increase the Stockholder's obligations thereunder, whether in his capacity as a stockholder or in any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreementother capacity. (b) Each Shareholder The Stockholder represents that any proxies heretofore given in respect of the Subject Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder The 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each From and after the date hereof until the Expiration Date, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Purchaser Spinco and any individual designated in writing by Purchaser, designee thereof as 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 all or cause to be voted (including by proxy or written consent, if applicable) the Shares owned by such Shareholder as of the Subject Shares, or grant a consent or approval in respect of the Subject Shares, (i) in favor of the approval of the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise applicable record date in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges the Required Votes; provided that Purchaser is entering into the Share Purchase Agreement in reliance upon such each Shareholder’s execution grant of the proxy contemplated by this Section 1.2 shall be effective if, and delivery only if, such Shareholder has not delivered to Spinco prior to the meeting at which any of this Agreementthe matters described in Section 1.1 are to be considered a duly executed irrevocable instrument directing that the Shares of such Shareholder be voted in accordance with the Required Votes. (b) Each Shareholder represents that hereby revokes any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revokedShares. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder 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 until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Shares in accordance with the provisions of Required Votes. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Shareholders' Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the provisions of Expiration Time. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser to Parent (and any individual designated in writing by Purchaser, designee of Parent) a proxy (and appoints Parent or any such Shareholder’s proxy and designee of Parent as its attorney-in-fact (fact, with full power of substitution)) to vote or grant a consent or approval with respect to all of the Securities Beneficially Owned by it/him/her, for and in the name, place and stead of such Shareholder, to vote all of the Subject Shares, or grant a consent or approval in respect of the Subject Shares, (i) in favor of the approval of the Share Purchase Agreement, the Share Issuance and for each of the matters set forth in Section 7 above at the Company Shareholders’ Meeting or other transactions and annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise described in accordance with Section 3 of this Agreement7 above is to be considered. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 8 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and interest, may under no circumstances be revokedrevoked and shall survive the death, dissolution, bankruptcy or other incapacity of such Shareholder. Each If for any reason the proxy granted herein is not irrevocable, then each Shareholder hereby ratifies and confirms all that agrees to vote 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 Shareholder’s Securities in accordance with Section 7 above. The parties hereto agree that the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) foregoing is a voting agreement. The irrevocable proxy granted in this Section 4 hereunder shall automatically expire terminate upon the termination of this AgreementAgreement in accordance with the terms hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual person designated in writing by PurchaserParent thereof as its, such Shareholder’s his or her proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Securities (other than any Shares represented by ADSs beneficially owned as of the Subject Sharesrecord date to be established by the Company for the Company Shareholders’ Meeting) in accordance with Section 1.1 above at the Company Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the provisions of Expiration Time. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (ai) Each Shareholder In accordance with the agreement to vote Shares set forth in paragraph 2(a) of this Agreement, and subject to the proviso contained therein, each Stockholder hereby irrevocably grants to, and appoints, Purchaser Parent or any designee of Parent the Stockholder’s lawful agent, attorney and any individual designated in writing by Purchaser, such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholderthe Stockholder, to vote all of the Subject Shares, or grant a consent or approval in respect of the Subject Shares, (iA) in favor of the approval of the Share Purchase Merger Agreement, the Share Issuance Merger and each the transactions contemplated thereby and (B) against any Alternative Proposal. Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of the other transactions and matters contemplated by the Share Purchase Agreement, this proxy. (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. (b) Each Shareholder Stockholder represents that any proxies heretofore given in respect of the Subject Stockholder’s Shares are not irrevocable, and that all any such proxies are hereby revoked. (ciii) Each Shareholder Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 2(c) is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable The proxy contained herein with respect to shares of Company Common Stock is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawirrevocable. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Subject to Section 7, each Shareholder hereby irrevocably grants to, and appoints, Purchaser Xxx Xxxxxxxxx, Xxxxx Xxxxxx, or any one of them, in their respective capacities as officers of Alvarion, and any individual designated in writing by Purchaserwho shall hereafter succeed to any such office of Alvarion, and each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Shareholder, to vote all the Interwave Shares held at the time of the Subject Shares, or grant a consent or approval in respect of the Subject Shares, (i) relevant stockholder vote in favor of the approval of the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction Amalgamation Agreement and (iii) otherwise in accordance with the manner set forth in Section 3 2 hereof. The grant shall be automatically revoked and of this Agreement. Each Shareholder understands no further force and acknowledges that Purchaser is entering into effect from and after the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this AgreementExpiration Date. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject such Shareholder’s Interwave Shares are not irrevocable, and that all any such proxies are hereby revokedrevoked prior to the Expiration Date. (c) Each Shareholder understands and acknowledges that Alvarion is entering into the Amalgamation Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement. The Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 3 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Amalgamation Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Shareholder under this Agreement. Each The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and and, subject to Section 7, may under no circumstances be revoked. Each Shareholder 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Stockholder hereby irrevocably grants to, and appoints, Purchaser Parent and Xxxxxx X. Xxxx, Chief Executive Officer of Parent, and Xxxxx X. Xxxxxxxx, Chief Financial Officer of Parent, in their respective capacities as officers of Parent, and any individual designated in writing by Purchaserwho shall hereafter succeed to any such office of Parent, such Shareholder’s 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 such Shareholderthe Stockholder, to vote all of the Subject Stockholder's Shares, or grant a consent or approval in respect of the Subject Shares, Stockholder's Shares (i) in favor of the Merger, the execution and delivery of the Merger Agreement and approval of the Share Purchase Agreement, the Share Issuance terms thereof and each of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this AgreementCompeting Transaction. (b) Each Shareholder Stockholder represents that any proxies heretofore given in respect of the Subject Stockholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder the Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient in law to support an irrevocable power and may under no circumstances be revoked. Each Shareholder Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 41 of the Delaware General Massachusetts Business Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each The Rollover Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaserdesignee thereof, such Shareholder’s each of them individually, as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy, if applicable) the Securities in accordance with Section 1.1 above at the Shareholders Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. The Rollover Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by it prior to the execution of this Agreement in respect of the Subject Sharesvoting of its Securities, (i) if any, have been revoked or substituted by Parent and any designee thereof with respect to the Rollover Shareholder’s Securities in favor of connection with the approval of transactions contemplated, and to the Share Purchase extent required, under the Merger Agreement and this Agreement, including the Share Issuance and each of the Merger. The Rollover Shareholder shall take (or cause to be taken) such further action or execute such other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of instruments as may be necessary to give effect to this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreementproxy. (b) Each The Rollover Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Rollover Shareholder under this Agreement. Each The Rollover Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Law. (d) The proxy granted in this Section 4 shall automatically expire upon prior to the termination of this Agreement. If for any reason the proxy granted herein is not irrevocable, then the Rollover Shareholder agrees to vote its Securities in accordance with Section 1.1 above prior to the termination of this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser Xxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxx, and any other individual who shall hereafter be designated in writing by PurchaserParent, and each of them, such Shareholder’s 's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all of the Subject such Shareholder's Shares, or grant a consent or approval in respect of such Shares, at any meeting of shareholders of the Subject SharesCompany or at any adjournment thereof or in any other circumstances upon which their vote, consent or other approval is sought, (i) in favor of the approval Merger, the adoption by the Company of the Share Purchase Agreement, Merger Agreement and the Share Issuance and each approval of the other transactions and matters contemplated by the Share Purchase AgreementMerger Agreement and against (i) any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company and (ii) against any Alternative Transaction or Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this AgreementTransaction. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject such Shareholder's Shares are not irrevocable, and that all any such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 5 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Such Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 8. Each Such Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the BySection 23-laws and Section 212 1-30-3 of the Delaware General Indiana Business Corporation Law. . Such irrevocable proxy shall be valid until the later to occur of (di) The proxy granted in this Section 4 shall automatically expire upon eleven months from the termination of this Agreement.date hereof or

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Company Shareholders’ Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the provisions of Expiration Time. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser Parent and any other individual designated in writing by PurchaserParent, such and each of them individually, Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Shareholder, to vote all of Shareholder’s Subject Shares at any meeting of shareholders of the Subject SharesCompany or any adjournment or postponement thereof, or grant a consent or approval in respect of the Shareholder’s Subject Shares, (i) in favor of the adoption of the Merger Agreement and the approval of the Share Purchase Agreement, terms thereof and of the Share Issuance Merger and each of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into The proxy granted in this Section 4 shall expire upon the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery termination of this Agreement. (b) Each Shareholder represents that any proxies heretofore given in respect of the Shareholder’s Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder 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 in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 1759 of the Delaware General Corporation LawPBCL. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Company Shareholders Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the provisions of Expiration Time. The parties hereto agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the nameto vote or cause to be voted (including by proxy or written resolution, place and stead of if applicable) such Shareholder, to vote all 's Securities in accordance with Section 1.01 hereof at the Shareholders' Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.01 hereof above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder's Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder's Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.02 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.02, 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 Shareholder agrees to vote such Shareholder's Securities in accordance with Section 1.01 hereof prior to the provisions of Expiration Time. The parties hereto agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its or his proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution, if applicable) the Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment or grant a consent postponement thereof, at which any of the matters described in Section 1.1 above is to be considered. Each Shareholder represents that all proxies, powers of attorney, instructions or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Shareholder has revoked (or caused to be revoked) any and all previous proxies, powers of the attorney, instructions or other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance requests with Section 3 of this Agreementrespect to such Shareholder’s Securities. Each Shareholder understands and acknowledges that Purchaser is entering into shall take (or cause to be taken) such further action or execute such other instruments as may be necessary to effectuate the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the provisions of Expiration Time. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each From and after the date hereof until the Expiration Date, each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Purchaser Triton and any individual designated in writing by Purchaser, designee thereof as 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 all or cause to be voted (including by proxy or written consent, if applicable) the Shares owned by such Shareholder as of the Subject Shares, or grant a consent or approval in respect of the Subject Shares, (i) in favor of the approval of the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise applicable record date in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges the Required Votes; provided that Purchaser is entering into the Share Purchase Agreement in reliance upon such each Shareholder’s execution grant of the proxy contemplated by this Section 1.2 shall be effective if, and delivery only if, such Shareholder has not delivered to Triton prior to the meeting at which any of this Agreementthe matters described in Section 1.1 are to be considered a duly executed irrevocable instrument directing that the Shares of such Shareholder be voted in accordance with the Required Votes. (b) Each Shareholder hereby represents that any proxies heretofore given in respect of the Subject Shares Shares, if any, are not irrevocablerevocable, and that hereby revokes all such proxies are hereby revokedproxies. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2, if it becomes effective, is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Transaction Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder The parties hereby further affirms affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and may under no circumstances be revoked. Each Shareholder 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 until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Shares in accordance with the provisions of Required Votes. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Without in any way limiting any Stockholder’s right to vote the Shares in its sole discretion on any other matters that may be submitted to a stockholder vote, consent or other approval and except for shares Transferred pursuant to Section 4(b)(v) or Section 4(b)(vi), each Stockholder hereby irrevocably grants to, and appoints, Purchaser Parent and any individual designated in writing by Purchaserduly appointed designee thereof, such ShareholderStockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such ShareholderStockholder, to attend any meeting of the stockholders of the Company on behalf of such Stockholder, to include such Shares in any computation for purposes of establishing a quorum at any meeting of stockholders of the Company, and to vote all of Shares beneficially owned or controlled by such Stockholder (the Subject “Vote Shares”), or to grant a consent or approval in respect of the Subject Vote Shares, (i) in favor connection with any meeting of the approval stockholders of the Share Purchase Agreement, the Share Issuance and each Company or any action by written consent in lieu of a meeting of stockholders of the other transactions and matters contemplated by the Share Purchase AgreementCompany, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with the provisions of Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement3(a). (b) Each Shareholder Stockholder hereby represents that any proxies heretofore given in respect of the Subject Shares with respect to any of the matters set forth in Section 3(a), if any, are not irrevocablerevocable, and that all hereby revokes such proxies are hereby revokedexcept with respect to any arrangements described in Section 1(e)(vii) above. (c) Each Shareholder Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 5 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder Stockholder under this Agreement. Each Shareholder Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do and, except as set forth in this Section 5 or cause to be done by virtue hereof. Each such irrevocable proxy in Section 8, is executed and intended to be irrevocable in accordance with the provisions of the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation LawDGCL during the term of this Agreement. If during the term of this Agreement for any reason the proxy granted herein is not irrevocable, then such Stockholder agrees that it shall vote its Shares in accordance with Section 3(a) above as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (d) The Parent hereby acknowledges and agrees that the proxy granted set forth in this Section 4 5 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 3(a) and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 3(a). The proxy set forth in this Section 5 shall be revoked, terminated and of no further force or effect automatically expire without further action upon the termination of this AgreementAgreement pursuant to Section 8.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Shareholder Effective immediately upon the Offer Consummation and until the Effective Time, each of the Shareholders hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as its proxy and attorney-in-fact (with full power of substitution), for and in the nameto vote or cause to be voted (including by proxy or written resolution, place and stead of if applicable) such Shareholder, to vote all ’s Rollover Shares at any Shareholders’ Meeting or other annual or extraordinary meeting of the Subject Sharesshareholders of the Company, however called, including any adjournment thereof. Each of the Shareholders represents that all proxies, powers of attorney, instructions or grant a consent or approval other requests given by such Shareholder prior to the execution of this Agreement in respect of the Subject Shares, (i) in favor voting of the approval of the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution Rollover Shares, if any, are not irrevocable and delivery such Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Rollover Shares. Each of the Shareholders shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this Agreementproxy. (b) Each Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the Share Purchase Agreement, the Share Issuance and each of the other transactions and matters contemplated by the Share Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further Shareholders affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.3, is executed and intended to be irrevocable prior to the Effective Time. If for any reason the proxy granted herein by any Shareholder is not irrevocable, then such Shareholder agrees to vote such Shareholder’s Rollover Shares only in accordance with any written instructions provided by Parent prior to the provisions of Effective Time. The parties hereto agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) Each Effective immediately upon the execution of the Merger Agreement, without any further action by any person, and only in the event and to the extent that such Supporting Shareholder fails to perform his or its obligations under Section 1.1 above, each Supporting Shareholder hereby irrevocably grants to, and appoints, Purchaser appoints Parent and any individual designated in writing by Purchaser, such Shareholder’s designee thereof as his or its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Shareholder, to vote all or cause to be voted (including by proxy or written resolution proposed in accordance with the memorandum and articles of association of the Subject SharesCompany, if applicable) such Supporting Shareholder’s Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or grant a consent other annual or approval 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 Supporting Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Supporting Shareholder prior to the execution of this Agreement in respect of the Subject Sharesvoting of such Supporting Shareholder’s Securities, (i) in favor of the approval of the Share Purchase Agreementif any, the Share Issuance are not irrevocable and each Supporting Shareholder hereby revokes (and shall cause to be revoked if necessary) any and all previous proxies, powers of attorney, instructions or other requests with respect to such Supporting Shareholder’s Securities. Each Supporting Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the other transactions and matters contemplated by the Share Purchase Agreement, (ii) against any Frustrating Transaction and (iii) otherwise in accordance with Section 3 intent of this Agreement. Each Shareholder understands and acknowledges that Purchaser is entering into the Share Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreementproxy. (b) Each Supporting Shareholder represents that any proxies heretofore given in respect of the Subject Shares are not irrevocable, and that all such proxies are hereby revoked. (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 4 1.2 is given in connection with the Share Purchase Agreement, the Share Issuance and each execution of the other transactions and matters contemplated by the Share Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Supporting Shareholder under this Agreement. Each Supporting Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Each such irrevocable proxy and, except as set forth in this Section 1.2, is executed and intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Supporting Shareholder agrees to vote such Supporting Shareholder’s Securities in accordance with Section 1.2 above prior to the provisions of Expiration Time. The parties agree that the Certificate of Incorporation, the By-laws and Section 212 of the Delaware General Corporation Lawforegoing is a voting agreement. (d) The proxy granted in this Section 4 shall automatically expire upon the termination of this Agreement.