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

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneys-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 consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect thereto. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy is coupled with an interest and is 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, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Unitholder hereby irrevocably and unconditionally grants to, and appoints, Buyer Parent and any designee thereof, thereof as such Unitholder’s proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such StockholderUnitholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date its Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Votes; provided that such StockholderUnitholder’s grant of the proxy contemplated by this Section 2.02 1.2 shall be effective if, and only if, such Stockholder Unitholder has not delivered to the Company Parent prior to the meeting at which any of the matters described in Section 2.01(a) 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder its Securities be voted in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Votes; provided, further, that Stockholder any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 1.1(ii) and such Unitholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoall other matters. (b) Each Stockholder Unitholder hereby represents that any proxies other than as set forth in this Agreement heretofore given in respect of its Subject StockSecurities, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder Unitholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 1.2 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Unitholder under this Agreement. The parties Each Unitholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and and, except upon the occurrence of the Expiration Date, is intended to be irrevocable until the Expiration Date, at which time it will terminate automaticallyirrevocable. If for any reason any proxy granted herein is not irrevocable, then each Stockholder Each Unitholder agrees, until the Expiration Date, to vote its Subject Stock Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)1.1 as instructed by Parent in writing. The parties agree that the foregoing is a voting agreementagreement between each Unitholder and Parent.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each The Stockholder hereby irrevocably and unconditionally grants toagrees that the Stockholder will vote, or cause to be voted, all of his, her or its Shares at the 2016 annual meeting of the stockholders of the Company, and appoints, Buyer and at any designee adjournment or postponement thereof, in favor of the individuals nominated by Acquisition Sub to the Company’s board of directors. The Stockholder shall use his, her or its commercially reasonable efforts to ensure that, during the Term, any other Person having voting power with respect to any of his, her or its Shares will vote any such Shares in favor of the matter described in the preceding sentence. (b) The Stockholder hereby revokes (or agrees to cause to be revoked) any and each of them individuallyall previous proxies granted with respect to the Shares as they relate to the matter set forth in Section 1(a). By entering into this Agreement, the Stockholder hereby grants a proxy appointing Parent as each the Stockholder’s true and lawful proxies and attorneysattorney-in-fact (and proxy, with full power of substitution), for and in the Stockholder’s name, place and stead of to vote, express consent or dissent, or otherwise to utilize such Stockholder, to vote voting power in the manner contemplated by Section 1(a) as Parent or cause to be voted (including by its proxy or written consentsubstitute shall, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance Parent’s sole discretion, deem proper with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered respect to the Company prior to the meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect thereto. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo FacilityShares. (c) Each The Stockholder hereby affirms that the irrevocable proxy set forth in granted by the Stockholder pursuant to this Section 2.02 1 is given irrevocable and is granted in connection with the execution consideration of the Asset Purchase Parent and Acquisition Sub entering into this Agreement, the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this AgreementRights Agreement and incurring certain related fees and expenses. The parties Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in this Section 1 or in Section 5, is intended to be irrevocable until in accordance with the Expiration Dateprovisions of Section 212 of the DGCL. If, at which time it will terminate automatically. If during the Term, for any reason any the proxy granted herein is not irrevocable, then each the Stockholder agreesagrees that it shall vote his, until the Expiration Date, to vote her or its Subject Stock Shares in accordance with clauses (iiSection 1(a) through (iv) of Section 2.01(a)as instructed by Parent in writing. The parties agree that the foregoing shall be a voting agreement created under Section 218 of the DGCL. (d) Parent hereby acknowledges and agrees that the proxy set forth in this Section 1 shall not be exercised to vote, consent or act on any matter except as specifically contemplated by Section 1(a), and Parent agrees not to exercise the proxy granted herein for any purpose other than the purposes described in Section 1(a). The proxy set forth in this Section 1 shall be revoked, terminated and of no further force or effect automatically without further action of any party upon the termination of this Agreement. Additionally, the proxy set forth in this Section 1 will cease to apply to any Shares Transferred pursuant to Section 4(b)(i) or Section 4(b)(ii) to the extent (but only to the extent) that the Stockholder no longer has the right to vote such Shares. The power of attorney granted herein is a voting agreementdurable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer and Pamexx X. Xxxxxx xxx Paul X. G. Xxxxxx, xxd any designee thereofother individual who shall hereafter be designated by Parent, and each of them individuallythem, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-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 consentapproval in respect of such Shares, if applicable) the Subject Stock owned by such Stockholder as at any meeting of Stockholders of the applicable record date Company or at any adjournment thereof or in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant any other circumstances upon which their vote, consent or other approval is sought, in favor of the proxy Merger, the adoption by the Company of the Merger Agreement and the approval of the other transactions contemplated by this Section 2.02 shall be effective if, the Merger Agreement and only if, such Stockholder has not delivered to the Company prior to the meeting at which against any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoAlternative Transaction or Frustrating Transaction. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, such Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityrevoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 6 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties Such Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, subject to Section 10. 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 until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses the provisions of Section 218 of the Delaware General Corporation Law. Such irrevocable proxy shall be valid until the later to occur of (i) eleven months from the date hereof or (ii) through (iv) the termination of this Agreement pursuant to Section 2.01(a). The parties agree that the foregoing is a voting agreement10.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each subject to Section 1.5, the Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer ATLS and any designee thereof, and each of them individually, thereof as each the Stockholder’s true proxy and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date its Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Vote; provided that such the Stockholder’s grant of the proxy contemplated by this Section 2.02 1.2 shall be effective if, and only if, such Stockholder has not delivered to the Company ATLS prior to the meeting at which any of the matters described in Section 2.01(a) 1.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder Securities be voted in accordance with clauses (ii) through (iv) of Section 2.01(a)the Required Votes; provided, further, that any grant of such proxy shall only entitle ATLS or its designee to vote on the matters specified by Section 1.1(ii), and Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretoall other matters. (b) Each The Stockholder hereby represents that any proxies other than as set forth in this Agreement heretofore given in respect of its Subject Stockthe Securities, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 1.2 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such the Stockholder under this Agreement. The parties Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and and, except upon the occurrence of the Expiration Date, is intended to be irrevocable until the Expiration Date, at which time it will terminate automaticallyirrevocable. If for any reason any proxy granted herein is not irrevocable, then each The Stockholder agrees, until the Expiration Date, to vote its Subject Stock Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)1.1 above as instructed by ATLS in writing. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Each Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer appoints Parent and any designee thereof, thereof as its proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-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 consentresolution, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Shareholder’s Securities in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant 1.01 hereof at the Shareholders’ Meeting or other annual or special meeting of the proxy contemplated by this Section 2.02 shall be effective ifshareholders of the Company, and only ifhowever called, such Stockholder has not delivered to the Company prior to the meeting including any adjournment or postponement thereof, at which any of the matters described in Section 2.01(a) are 1.01 hereof above is to be considered, a duly executed irrevocable proxy card directing in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the Subject Stock execution of this Agreement in respect of the voting of such Stockholder Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes (or causes to be voted in accordance with clauses (iirevoked) through (iv) any and all previous proxies, powers of Section 2.01(a); providedattorney, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction instructions or other requests with respect theretoto such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 2.02 1.02 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby Each Shareholder further affirm affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in this Section 1.02, is intended to be irrevocable until prior to the Expiration Date, at which time it will terminate automaticallyTime. If for any reason any the proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, Shareholder agrees to vote its Subject Stock such Shareholder’s Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)1.01 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) From and after the date hereof until the Expiration Date, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer the Parent as such Shareholder’s proxy and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution)) in accordance with the Companies Law, for and in the name, place and stead of such StockholderShareholder, to attend any and all meetings of the Company Shareholders and to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement; provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this Section 2.02 ‎Section 2.2 shall be effective if, and only if, such Stockholder Shareholder has not delivered failed to the act in accordance with such Shareholder’s obligations as to voting pursuant to Section 2.1 of this Agreement by delivering to Company (i) at least 5 business days prior to the meeting at which any of the matters described in Section 2.01(a) ‎Section 2.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock Covered Shares of such Stockholder Shareholder be voted in accordance with clauses this Agreement, or (ii) through if earlier, a duly executed written consent in accordance with this Agreement, within seven (iv7) days of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote date on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide which such action by written instruction with respect theretoconsent is being taken. (bi) Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of its Subject Stockthe Covered Shares, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (cii) Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 ‎Section 2.2, if it becomes effective, is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, at which time 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 any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Stockholder the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Subject Stock vote, or to cause the holder of record on any applicable record date to vote, the Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer the Company as such Shareholder’s proxy and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution)) in accordance with the Companies Law, for and in the name, place and stead of such StockholderShareholder, to attend any and all meetings of the Parent Shareholders and to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement; provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this Section 2.02 ‎Section 2.2 shall be effective if, and only if, such Stockholder Shareholder has not delivered failed to the Company act in accordance with such Shareholder’s obligations as to voting pursuant to Section 2.1 of this Agreement by delivering to Parent (i) at least 5 business days prior to the meeting at which any of the matters described in Section 2.01(a) ‎Section 2.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock Covered Shares of such Stockholder Shareholder be voted in accordance with clauses this Agreement, or (ii) through if earlier, a duly executed written consent in accordance with this Agreement, within seven (iv7) days of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote date on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide which such action by written instruction with respect theretoconsent is being taken. (bi) Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of its Subject Stockthe Covered Shares, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (cii) Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 ‎Section 2.2, if it becomes effective, is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, at which time 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 any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Stockholder the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Subject Stock vote, or to cause the holder of record on any applicable record date to vote, the Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From Each Founder and after the date hereof until Investor further agrees not to take any other actions as a stockholder of the Expiration DateCompany or in any other capacity intended to or reasonably likely to, each Stockholder directly or indirectly, circumvent, avoid or nullify the voting arrangements required by this Article II. (b) Each Founder hereby irrevocably and unconditionally grants to, and appoints, Buyer appoints the Investor and any designee thereof, thereof as its proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-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 consentproxy, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Founder’s Founder Shares (i) in accordance with clauses Section 2.1 above, and (ii) through (ivsubject to and commencing upon the Closing, in accordance with Section 2.3(a)(iii) of Section 2.01(a); provided that such Stockholder’s grant above, in each case at any annual or special meeting of the proxy contemplated by this Section 2.02 shall be effective ifshareholders of the Company, and only ifhowever called, such Stockholder has not delivered to the Company prior to the meeting including any adjournment or postponement thereof, at which any of the matters described in Section 2.01(a2.1 or Section 2.3(a)(iii) are above is to be considered. Each Founder represents that all proxies, a duly executed irrevocable proxy card directing that the Subject Stock powers of attorney, instructions or other requests given by such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) Founder prior to the extent Buyer does not provide written instruction with respect thereto. (b) Each Stockholder hereby represents that any proxies heretofore given execution of this Agreement in respect of its Subject Stockthe voting of such Founder’s Founder Shares, if any, are revocable, not irrevocable and each Founder hereby revokes any and all such previous proxies, powers of attorney, instructions or other than, in requests with respect to such Founder’s Founder Shares. Each Founder shall take such further action or execute such other instruments as may be necessary to effectuate the case intent of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilitythis proxy. (c) Each Stockholder hereby Founder affirms that the irrevocable proxy set forth in this Section 2.02 2.4 is given in connection with the execution of the Asset Share Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Founder under this Agreement. The parties hereby Each Founder further affirm affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in this Section 2.4, is intended to be irrevocable until irrevocable; provided, that such proxy shall be automatically terminated in respect of the matters described in Section 2.1 at the Expiration Date, at which time it will terminate automaticallyTime. If for any reason any the proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, Shareholder agrees to vote its Subject Stock such Shareholder’s Securities in accordance with clauses Section 2.1 and Section 2.3(a)(iii) above (ii) through (iv) in the case of the matters described in Section 2.01(a2.1, prior to the Expiration Time). The parties hereto agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably appoints Parent as its proxy and unconditionally grants to, and appoints, Buyer and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or, as applicable, cause or cause direct to be voted (including by proxy or written consentproxy, if applicable) ), the Subject Stock owned by such Stockholder as of the applicable record date Shares in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant 1.01 above at the Company Stockholders’ Meeting or other annual or special meeting of the proxy contemplated by this Section 2.02 shall be effective ifstockholders of the Company, and only ifhowever called, such Stockholder has not delivered to the Company prior to the meeting including any adjournment or postponement thereof, at which any of the matters described in Section 2.01(a) are 1.01 above is to be considered, a duly executed irrevocable proxy card directing that in each case prior to the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a)Expiration Time; provided, furtherhowever, that such irrevocable proxy shall be effective (automatically and without any further action by any of the parties hereto) only upon written notice from Parent to Stockholder no later than five (5) business days prior to the Company Stockholder Meeting notifying Stockholder of Parent’s election to effect the proxy described in this Section 1.02 (the “Parent Proxy Election”), it being understood that Stockholder may exercise voting rights in the ordinary course prior to such notice in a manner consistent with Section 1.01. Stockholder represents that all proxies, powers of attorney, instructions or other requests given by Stockholder prior to the execution of this Agreement in respect of the voting of any of the Shares, if any, are not irrevocable. Stockholder shall retain take such further action or execute such other instruments as may be necessary to effectuate the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretointent of this proxy. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stockaffirms that, if anythe Parent Proxy Election is made pursuant to Section 1.02(a), are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby Stockholder further affirm affirms that the such irrevocable proxy is coupled with an interest and is intended to be irrevocable until during the Expiration Date, at which time it will terminate automaticallyterm of this Agreement. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, agrees to vote its Subject Stock the Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)1.01 above. The parties hereto agree that the foregoing is a voting agreement. (c) The proxy granted by each Stockholder in this Section 1.02, following effectiveness, shall remain valid until the earlier of (i) the time that the Company Shareholder Approval has been obtained and (ii) the termination of this Agreement in accordance with Section 5.02, in each case immediately upon which each such proxy shall automatically terminate without any further action required by any person.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration DateTime, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer appoints Parent and any designee thereof, thereof as its proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-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 consentresolution, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date Securities in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant 1.1 at any annual or special meeting of the proxy contemplated by this Section 2.02 shall be effective ifShareholders of the Company, and only ifhowever called, such Stockholder has not delivered to the Company prior to the meeting including any adjournment or postponement thereof, at which any of the matters described in Section 2.01(a) are 1.1 is to be considered. Each Shareholder (and with respect to Xx. Xx Xxxxx Xxx (“Xx. Xxx”), a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted except as provided for and in accordance with clauses that certain share charge dated March 22, 2013 between Xx. Xxx as chargor and Urban Prosperity Holding Limited as chargee (iithe “Share Charge”)) through (iv) represents that all proxies, powers of Section 2.01(a); providedattorney, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) instructions or other requests given by such Shareholder prior to the extent Buyer does execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not provide written instruction irrevocable and each Shareholder hereby revokes (or causes to be revoked) any and all previous proxies, powers of attorney, instructions or other requests with respect theretoto such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (c) Each Stockholder hereby Shareholder affirms that the irrevocable proxy set forth in this Section 2.02 1.2 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby Each Shareholder further affirm affirms that the irrevocable proxy is coupled with an interest and and, except as set forth in this Section 1.2, is intended to be irrevocable until prior to the Expiration Date, at which time it will terminate automaticallyTime. If for any reason any the proxy granted herein is not irrevocable, then each Stockholder agrees, until the Expiration Date, Shareholder agrees to vote its Subject Stock such Shareholder’s Securities in accordance with clauses (ii) through (iv) of Section 2.01(a)1.1 above as instructed by Parent in writing prior to the Expiration Time. The parties agree that the foregoing is a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally severally grants to, and appoints, Buyer and Merger Subsidiary and Vincx Xxxx xxx Todd Xxxxxx, xx any designee thereofof them, in their respective capacities as officers of Merger Subsidiary, and any individual who shall hereafter succeed to any such office of Merger Subsidiary, and each of them individually, as each such Stockholder’s true 's proxy and lawful proxies and attorneysattorney-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 consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s 's Subject Shares, or grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described a consent or approval in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock respect of such Stockholder be voted Subject Shares, in accordance a manner consistent with clauses (iiSection 4(a) through (ivand 4(b) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretohereof. (b) Each Stockholder hereby severally represents that any proxies heretofore given in respect of its such Stockholder's Subject StockShares are not irrevocable or if irrevocable, if any, are revocablethat the valid consent to the revocation of such proxies from the party or parties to whom such proxies were heretofore granted will be obtained, and that any such proxies are hereby revokes all revoked to the extent necessary to effect the transactions contemplated by Sections 1, 4 and 5 hereof. Each Stockholder understands and acknowledges that Buyer and Merger Subsidiary are entering into the Merger Agreement in reliance upon such proxies, other than, in the case Stockholder's execution and delivery of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilitythis Agreement. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 5 is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under in accordance with this Agreement. The parties Such Stockholder hereby further affirm affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. 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, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses the provisions of Section 14-2-722(d) of the Georgia Code. Such irrevocable proxy shall be valid until the earlier to occur of (i) eleven months from the date hereof and (ii) through (iv) the termination of this Agreement pursuant to Section 2.01(a). The parties agree that the foregoing is a voting agreement9.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From the Closing and after the date hereof until the Expiration Date, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Buyer Xxxxx and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneys-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 consent, if applicable) the Subject Stock owned by such Stockholder as of the applicable record date in accordance with clauses (ii) through (iv) of Section 2.01(a); provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company GSL (with a copy to Xxxxx) prior to the meeting Stockholders Meeting at which any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer Xxxxx does not provide written instruction with respect theretothereto to the Stockholder’s address specified in Section 6.01 at least 5 (five) Business Days prior to the relevant Stockholders Meeting, or, if less than 5 (five) Business Days, only if receipt of such instruction is confirmed by such Stockholder in writing (which may be by email) or by telephone. (b) Each Except as set forth in Section 2.02(a), each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, are revocable, and hereby revokes agrees to revoke all such proxies, other than, in proxies on or prior to the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo FacilityClosing. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution closing of the Asset Purchase transactions contemplated by the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable from the Closing until the Expiration Date, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable, then each Stockholder agrees, from the Closing until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is provisions in Section 2.01 and Section 2.02 are a voting agreement.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Each Stockholder hereby irrevocably and unconditionally (during the term of this Agreement) grants to, and appoints, Buyer Xxxxxxx X. Xxxxxxx and any designee thereofother individual who shall hereafter be designated by Xxxxxxx X. Xxxxxxx, such Stockholder's proxy and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause such Stockholder's Shares (and, to be voted (including by proxy or written consent, if applicable) the Subject Stock owned extent deemed necessary by such Stockholder as irrevocable proxy, to cumulate the voting of such Shares in any manner deemed appropriate), or grant a consent or approval in respect of such Shares, at any meeting of stockholders of the applicable record date Company or at any adjournment thereof or in accordance with clauses any other circumstances upon which their vote, consent or other approval is sought, to approve (i) increasing the size of the board of directors of the Company to eight directors, and (ii) through electing Xxx X. Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxxxxx and S. Xxxxx Xxxxxx (iv) of Section 2.01(a); provided that such Stockholder’s grant of the proxy contemplated by this Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which or any of the matters described in Section 2.01(a) are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock of such Stockholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(iitheir designees) to the extent Buyer does not provide written instruction with respect theretoboard of directors of the Company. (b) Each Stockholder hereby represents that any proxies heretofore given in respect of its Subject Stock, if any, such Stockholder's Shares are revocablenot irrevocable, and that any such proxies are hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facilityrevoked. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 is given in connection with the execution of the Asset Purchase Agreement, and that such irrevocable proxy 3 is given to secure the performance of the duties of such Stockholder under this Agreement. The parties hereby Each Stockholder further affirm affirms that the irrevocable proxy is coupled with an interest and is intended may under no circumstances be revoked prior to the termination of this Agreement. Each Stockholder ratifies and confirms all that such irrevocable proxy may lawfully do or cause 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, then each Stockholder agrees, until the Expiration Date, to vote its Subject Stock in accordance with clauses (ii) through (iv) of Section 2.01(a). The parties agree that the foregoing is a voting agreementdone by virtue hereof.

Grant of Irrevocable Proxy; Appointment of Proxy. (a) From and after the date hereof until the Expiration Date, each Stockholder Shareholder hereby irrevocably and unconditionally grants to, and appoints, Buyer the Parent as such Shareholder’s proxy and any designee thereof, and each of them individually, as each Stockholder’s true and lawful proxies and attorneysattorney-in-fact (with full power of substitution)) in accordance with the Companies Law, for and in the name, place and stead of such StockholderShareholder, to attend any and all meetings of the Company’s Shareholders and to vote or cause to be voted (including by proxy or written consent, if applicableproxy) the Subject Stock owned by such Stockholder as of the applicable record date Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement; provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this Section 2.02 ‎Section 2.2 shall be effective if, and only if, such Stockholder Shareholder has not delivered failed to the act in accordance with such Shareholder’s obligations as to voting pursuant to Section 2.1 of this Agreement by delivering to Company at least 5 business days prior to the meeting at which any of the matters described in Section 2.01(a) ‎Section 2.1 are to be considered, a duly executed irrevocable proxy card directing that the Subject Stock Covered Shares of such Stockholder Shareholder be voted in accordance with clauses (ii) through (iv) of Section 2.01(a); provided, further, that Stockholder shall retain the authority to vote on any matter described in Section 2.01(a)(ii) to the extent Buyer does not provide written instruction with respect theretothis Agreement. (bi) Each Stockholder Shareholder hereby represents that any proxies heretofore given in respect of its Subject Stockthe Covered Shares, if any, are revocable, and hereby revokes all such proxies, other than, in the case of FSH, any proxy and other remedial rights given in favor of the collateral agent for the benefit of the lenders under the Sumitomo Facility. (cii) Each Stockholder Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.02 ‎Section 2.2, if it becomes effective, is given in connection with the execution of the Asset Purchase Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Shareholder under this Agreement. The parties hereby further affirm that the irrevocable proxy proxy, if it becomes effective, is coupled with an interest and is intended to be irrevocable until the Expiration Date, at which time it will terminate automatically, at which time 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 any proxy granted herein is not irrevocableirrevocable after it becomes effective, then each Stockholder the Shareholder granting such proxy agrees, until the Expiration Date, to vote its Subject Stock vote, or to cause the holder of record on any applicable record date to vote, the Covered Shares in accordance with clauses (ii) through (iv) of Section 2.01(a)this Agreement. The parties agree that the foregoing is a voting agreement.