Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. 3.1 Seller hereby appoints the Acquiror and each of its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact (with full power of substitution and resubstitution), to attend, vote and otherwise act for and on behalf of the Seller in respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) The Stockholder hereby appoints irrevocably and unconditionally (to the Acquiror fullest extent permitted by law) grants to, and appoints, the Company and each of its executive officers or other designees and any of them, in their capacities as officers of the Company (the “ProxyholdersGrantees”), as Sellerthe Stockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of the Seller in respect of its Subject Securities and in respect of all matters which may come before Stockholder, to vote the Shares, to instruct nominees or record holders to vote the Shares, or to grant a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (consent or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. approval or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller dissent or disapproval in respect of the Subject SecuritiesShares, in each case in accordance with Section 1.1 hereof and, in the discretion of the Grantees, with respect to any proposed adjournments or postponements of any meeting of stockholders of the Company at which any of the matters described in Section 1.1 hereof are to be considered. 3.3 Seller (b) The Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 1.2 is given in connection with the performance by execution of the Company Purchase Agreement and the proposed issuance of its obligations under the Arrangement AgreementPreferred Shares as contemplated thereby, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless except as otherwise set forth herein. The Stockholder hereby ratifies and until this Agreement is terminated pursuant confirms all that the Grantees may lawfully do or cause to Article 7be done by virtue hereof. The irrevocable proxy set forth in this Section 1.2 is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Notwithstanding this Section 1.2, the proxy granted by Seller herein is a durable power the Stockholder shall be revoked upon termination of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerthis Agreement in accordance with its terms. 3.4 (c) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Parent and each of its executive officers or other designees and any of them, in their capacities as officers of Parent (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval or dissent or disapproval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees, with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders of the Company Securityholders relating at which any of the matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked. 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 in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Notwithstanding this Section 4(c), unless and until this Agreement is terminated pursuant to Article 7. The irrevocable the proxy granted by Seller herein is a durable power Stockholder shall be revoked upon termination of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerthis Agreement in accordance with its terms. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller may Stockholder shall retain at all times the right to vote the Subject Securities Shares in Stockholder’s sole discretion and without any other limitation on all matters other mattersthan those set forth in Section 3 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. 3.5 The Acquiror (e) Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints the Acquiror Merger Sub, its officers, agents and each of its executive officers or other designees (the “Proxyholders”)nominees, as Seller’s proxy and attorney-in-fact (with full power of substitution and resubstitution)substitution, to attend, vote and otherwise act as proxy for and on behalf attorney in fact of the Seller in Stockholder to act with respect of its Subject Securities to and vote the Shares, if any, owned by the Stockholder for and in respect the name, place and stead of all matters which may come before a the Stockholder at any annual, special or other meeting of the holders of shares of the Company Securityholders relating Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the Transactionfullest extent that the Shares are entitled to be voted, in favor of the Merger, the Merger Agreement and such the transactions contemplated thereby. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Merger Sub. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior with respect to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing Shares and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any and all proxies which may heretofore given by Seller in have been granted with respect of to the Subject SecuritiesShares. 3.3 Seller (b) The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 1 is given in connection with and as an inducement for the performance execution by Parent of the Company of its obligations under the Arrangement Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, interest and may not be revoked. The Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein is a durable power in accordance with the provisions of attorney and shall survive the dissolution, bankruptcy, or incapacity of SellerDGCL. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Until this Agreement is terminated, the Shareholder hereby irrevocably appoints the Acquiror Merger Sub, its officers, agents and each of its executive officers or other designees (the “Proxyholders”)nominees, as Seller’s proxy and attorney-in-fact (with full power of substitution and resubstitution)substitution, to attend, vote and otherwise act as proxy for and on behalf attorney in fact of the Seller in Shareholder to act with respect of its Subject Securities to and vote the outstanding Shares, if any, owned by the Shareholder for and in respect the name, place and stead of all matters which may come before a the Shareholder at any annual, special or other meeting of the holders of shares of the Company Securityholders relating Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the Transactionfullest extent that the Shares are entitled to be voted, in favor of the Mergers, the Merger Agreement and such the transactions contemplated thereby and against approval of any Competing Transaction or any proposal made in opposition to, or in competition with, consummation of the Mergers and the other transactions contemplated by the Merger Agreement. In all other matters, the Shares shall be voted by and in the manner determined by the Shareholder. The Shareholder hereby represents that he has not heretofore granted any irrevocable proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior with respect to the exercise of such Shares that it is inconsistent with the proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing granted hereby and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any and all such proxies which may heretofore given by Seller in have been granted with respect of to the Subject SecuritiesShares. 3.3 Seller (b) The Shareholder understands and acknowledges that Parent is entering into the Merger 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 Article 3 Section 1 is given in connection with and as an inducement for the performance execution by Parent of the Company of its obligations under the Arrangement Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller The Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest, interest and may not be revoked. The Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocableirrevocable in accordance with the laws of the State of California, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant without giving effect to Article 7. The irrevocable proxy granted by Seller herein is a durable power the conflict of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerlaws principles thereof. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact Axxxx Xxxxxxx and Sxxxx Xxxxx, in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of Stockholder’s rights with respect to the Covered Company Shares, effective as of the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1. herein (the “Voting Period”), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered Company Shares solely as required pursuant to Section 2.1. (a) and Section 2.1. (b) hereof. The proxy granted by Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in Stockholder with respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the to any Covered Company of its obligations under the Arrangement AgreementShares (other than Routine Matters, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7as defined below). The irrevocable proxy power of attorney granted by Seller herein Stockholder hereunder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity dissolution of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except Stockholder. Other than (i) as provided abovein this Section 2.3. Seller may , (ii) the granting of proxies to vote Covered Company Shares to an Affiliate of Stockholder as a Permitted Transfer and (iii) the Subject Securities on all granting of proxies to vote Covered Company Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of stockholders, and other matters. 3.5 The Acquiror routine matters at the Company’s annual meeting or any special meeting, in either case, to the extent such matters are not (x) inconsistent with the obligations contemplated by the Merger Agreement or this Agreement or (y) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”), Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to the voting of any of Stockholder’s Covered Company Shares. Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller Each Stockholder Party hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact Xxxxx X. Xxxxxx and D. Xxxxx Xxxxxx, in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder Party’s rights with respect to the Covered Company Shares, effective as of the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 herein (at which time such proxy shall automatically be revoked) (the “Voting Period”), to attend, vote and otherwise act for and on behalf of the Seller in with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered Company Shares as required pursuant to Section 2.1(a) and Section 2.1(b) hereof. The proxy granted by each Stockholder Party hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder Party (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in such Stockholder Party with respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the to any Covered Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7Shares. The irrevocable proxy power of attorney granted by Seller herein each Stockholder Party hereunder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity dissolution of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except such Stockholder Party. Other than as provided abovein this Section 2.3 and other than the granting of proxies to vote Covered Company Shares with respect to the election of directors and ratification of the appointment of the Company’s auditors at the Company’s annual meeting of stockholders, in each case in accordance with the recommendation of the Company Board, no Stockholder Party shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of the applicable the Covered Company Shares. Seller may vote For Covered Company Shares as to which any Stockholder Party is the Subject Securities on all other matters. 3.5 The Acquiror Beneficial Owner but not the holder of record, such Stockholder Party shall cause any holder of record of such Covered Company Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3. Parent may terminate this proxy with respect to any Stockholder Party at any time at its sole election by written notice provided to Sellersuch Stockholder Party.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, the Company and each of its executive officers or other designees and any of them, in their capacities as officers of the Company (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval or dissent or disapproval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders of Parent at which any of the Company Securityholders relating matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked. 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 in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Notwithstanding this Section 4(c), unless and until this Agreement is terminated pursuant to Article 7. The irrevocable the proxy granted by Seller herein is a durable power Stockholder shall be revoked upon termination of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerthis Agreement in accordance with its terms. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller may Stockholder shall retain at all times the right to vote the Subject Securities Shares in Stockholder’s sole discretion and without any other limitation on all matters other mattersthan those set forth in Section 3 that are at any time or from time to time presented for consideration to Parent’s stockholders generally. 3.5 The Acquiror (e) Company may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller hereby appoints the Acquiror and each of its executive officers or other designees (the “Proxyholders”Subject to Section 2.1(c)(ii), each Stockholder hereby irrevocably appoints as Seller’s its proxy and attorney-in-fact Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder’s rights with respect to the Covered Company Shares, effective as of the date hereof and continuing until the Termination Date (the “Voting Period”), to attendvote (or execute written consents, vote if applicable) with respect to the Covered Company Shares as required pursuant to Section 2.1(a), Section 2.1(b) and otherwise act for and on behalf Section 2.1(c)(i) hereof and, in the discretion of the Seller in Grantees, with respect to any proposed postponement or adjournments of its Subject Securities and in respect any annual or special meetings of all matters which may come before a meeting the stockholders of the Company Securityholders relating (including the Company Stockholder Meeting) at which any of the matters described in Section 2.1(a) was to be considered. The proxy granted by each Stockholder hereunder shall be irrevocable during the TransactionVoting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in such Stockholder with respect of to any Covered Company Shares (other than the Subject Securities. 3.3 Seller hereby affirms that proxy for the irrevocable proxy Company’s annual meeting to be held June 10, 2014 with respect to the matters set forth in this Article 3 is given the proxy materials therefor filed with the SEC on April 30, 2014, other than proposal five to the extent it involves any matter described in Section 2.1(a)); provided, however, that upon the occurrence of a Trigger Event, the proxy granted herein shall be modified such that it only applies to the Locked Up Shares (as determined from time to time in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7any Determination Date). The irrevocable proxy power of attorney granted by Seller herein each Stockholder hereunder is a durable power of attorney and shall survive the dissolutionbankruptcy or dissolution of such Stockholder. Subject to Section 3.2(b) with respect to the Released Shares following the Trigger Date, bankruptcyother than as provided in this Section 2.3 and other than the granting of proxies to vote Covered Company Shares at the Company’s annual meeting to be held June 10, 2014 with respect to the matters set forth in the proxy materials therefor filed with the SEC on April 30, 2014 (other than proposal five to the extent it involves any matter described in Section 2.1(a)), in each case in accordance with the recommendation of the Board of Directors of the Company, no Stockholder shall directly or incapacity indirectly grant any Person any proxy (revocable or irrevocable), power of Seller. 3.4 The Proxyholders attorney or other authorization with respect to any of such Stockholder’s Covered Company Shares. For Covered Company Shares as to which any Stockholder is the Beneficial Owner but not the holder of record, such Stockholder shall cause any holder of record of such Covered Company Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3. Parent may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to such Stockholder. Parent or its designee may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other mattersin this Article II. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Shareholder hereby appoints irrevocably appoints, until the Acquiror Expiration Date, Parent and each of its executive officers or other designees (the “Proxyholders”), as SellerShareholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place and stead of Shareholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and the Shares solely in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(saccordance with Section 3(a) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which event that Shareholder fails to vote the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for Shares in this accordance with Section 3.13(a). 3.2 Seller (b) Shareholder hereby revokes any proxies heretofore given by Seller Shareholder in respect of the Subject SecuritiesShares and agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. 3.3 Seller (c) Shareholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4(a) is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Shareholder under this Agreement. Seller Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 60.231 of the Oregon Act, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Shareholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity of SellerShareholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided abovein Section 3(a) and, in any case, only in the event that Shareholder fails to vote the Shares in accordance with Section 3(a). Seller Shareholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy at any time by written notice to SellerShareholder. Notwithstanding anything to the contrary in this Agreement, this proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 7.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably appoints, until the Acquiror Expiration Date, Parent and each of its executive officers or other designees (the “Proxyholders”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and the Shares solely in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this accordance with Section 3.13. 3.2 Seller (b) Stockholder hereby revokes any proxies heretofore given by Seller Stockholder in respect of the Subject SecuritiesShares and agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 78.355 of the NRS, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity of SellerStockholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy at any time by written notice to SellerStockholder. Notwithstanding anything to the contrary in this Agreement, this proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 7.

Grant of Irrevocable Proxy. 3.1 Seller Each Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact CME, and any other Person designated by CME in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder’s rights with respect to the Covered GFI Shares, effective as of the date hereof and continuing until the Termination Date (the “Voting Period”), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered GFI Shares as required pursuant to Section 2.1 hereof. The proxy granted by each Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in such Stockholder with respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7any Covered GFI Shares. The irrevocable proxy power of attorney granted by Seller herein each Stockholder hereunder is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity dissolution of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except such Stockholder. Other than as provided abovein this Section 2.2, no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of such Stockholder’s Covered GFI Shares. Seller may vote For Covered GFI Shares as to which any Stockholder is the Subject Securities on all other matters. 3.5 The Acquiror Beneficial Owner but not the holder of record, such Stockholder shall cause any holder of record of such Covered GFI Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.2. CME may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to Sellersuch Stockholder.

Grant of Irrevocable Proxy. 3.1 Seller The Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, effective as of the date hereof and continuing until the Termination Date (the “Voting Period”), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered Company Shares as required pursuant to Section 2.1(a) and Section 2.1(b) hereof. The proxy granted by the Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and the Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance previously granted by the Stockholder with respect to any Covered Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7Shares. The irrevocable proxy power of attorney granted by Seller herein the Stockholder hereunder is a durable power of attorney and shall survive the dissolutionbankruptcy or dissolution of the Stockholder. For Covered Company Shares as to which the Stockholder is the Beneficial Owner but not the holder of record, bankruptcythe Stockholder shall use reasonable best efforts to cause any holder of record of such Covered Company Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3. The proxy granted by the Stockholder shall not be exercised to vote, consent or incapacity of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy act on any matter except as provided abovecontemplated by Section 2.1 and Section 2.3 of this Agreement. Seller may vote The proxy granted by the Subject Securities on all other mattersStockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon the valid termination of this Agreement in accordance with Section 5.1. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Each Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Merger Partner and each of its executive officers or other designees and any of them, in their capacities as officers of Merger Partner (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Each Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless . Each Stockholder hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein virtue hereof. Such irrevocable proxy is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity of SellerDelaware General Corporation Law. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Stockholders may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Merger Partner may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to Sellersuch Stockholder.

Grant of Irrevocable Proxy. 3.1 Seller Each Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact CME, and any other Person designated by CME in writing (collectively, the "Grantees"), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder's rights with respect to the Covered GFI Shares, effective as of the date hereof and continuing until the Termination Date (the "Voting Period"), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered GFI Shares as required pursuant to Section 2.1 hereof. The proxy granted by each Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in such Stockholder with respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7any Covered GFI Shares. The irrevocable proxy power of attorney granted by Seller herein each Stockholder hereunder is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity dissolution of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except such Stockholder. Other than as provided abovein this Section 2.2, no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of such Stockholder's Covered GFI Shares. Seller may vote For Covered GFI Shares as to which any Stockholder is the Subject Securities on all other matters. 3.5 The Acquiror Beneficial Owner but not the holder of record, such Stockholder shall cause any holder of record of such Covered GFI Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.2. CME may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to Sellersuch Stockholder.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Parent and each of its executive officers or other designees and any of them, in their capacities as officers of Parent (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of Stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesStockholder’s Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless revoked except as provided in subparagraph (e) below. Stockholder hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein virtue hereof. Such irrevocable proxy is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity of SellerDelaware General Corporation Law. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder. Notwithstanding any other provision herein to the contrary, the proxy granted herein shall be automatically revoked upon termination of the Agreement in accordance with its terms.

Grant of Irrevocable Proxy. 3.1 Seller By executing this Agreement, the Stockholder hereby irrevocably (to the fullest extent permitted by law) appoints the Acquiror and each of its executive officers or other designees (the “Proxyholders”)Jxx X. Xxxxx and Txxxxx X. Xxxxxxx of Customers, as Seller’s proxy the sole and attorney-in-fact (exclusive attorneys and proxies of the undersigned Shareholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned Shareholder is entitled to do so) with respect to the Shares in accordance with the terms of this Agreement (which is referred to herein as the “Proxy”). The Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant this Agreement. The Proxy is granted in consideration of Customers’ agreement to attendmerge with the Company pursuant the Merger, vote and otherwise act for and on behalf in such merger the Stockholder will be entitled to receive a portion of the Seller Merger Consideration (as defined in the Agreement and Plan of Merger). The Stockholder, at Customers’ request, will take such further action or execute such other instruments as may be necessary to effectuate the intent of the Proxy and the Stockholder hereby revokes any proxy previously granted with respect to the Shares in connection with any of the Voting Matters. Customers may, in its Subject Securities sole discretion, inform the Stockholder that it does not intend to utilize the Proxy and in such case, the Stockholder shall appear and vote the Shares or provide written consent as provided in Section 5 hereof and the Proxy shall be of no force or effect; provided, however, that if the Stockholder shall fail to appear and vote the Shares or provide written consent as provided in Section 5 hereof, the Proxy shall immediately become effective and exercisable by Customers according to its terms. The Shares beneficially owned by the Stockholder as of the date of this Agreement are listed on the signature page hereto, along with the number(s) of the stock certificate(s) representing such Shares (to the extent such number is readily available as of the date hereof). Except as otherwise provided herein, upon the Stockholder’s execution of this Agreement, granting the Proxy, any and all prior proxies given by the undersigned Shareholder with respect to any Shares are hereby revoked and terminated, and the Stockholder agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the Stockholder, at any time prior during the Voting Period, to act as the Stockholder’s attorney and proxy to vote all matters which may come before a of the Shares, and to exercise all voting, consent and similar rights of the undersigned Shareholder with respect to all of the Shares (including, without limitation, the power to execute and deliver written consents) at every annual or special meeting of stockholders of the Company Securityholders relating to the Transaction(and at every adjournment or postponement thereof), and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise in every written consent in lieu of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments meeting, all as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, The attorneys and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Seller. 3.4 The Proxyholders proxies named above may not exercise this irrevocable proxy the Proxy on any matter except as provided aboveother than the Voting Matters. Seller The Stockholder may vote the Subject Securities Shares on all other matters. 3.5 . Any obligation of Stockholder herein shall be binding upon the successors and assigns of Stockholder. The Acquiror may terminate this proxy at any time by written notice to Seller.Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Parent and each of its executive officers or other designees and any of them, in their capacities as officers of Parent (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 4 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of Stockholders at which any of the Company Securityholders relating matters described in Section 4 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 5 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless . Stockholder hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein virtue hereof. Such irrevocable proxy is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity General Corporation Law of Sellerthe State of Delaware. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller By executing this Agreement, the Stockholder hereby irrevocably (to the fullest extent permitted by law) appoints the Acquiror and each of its executive officers or other designees (the “Proxyholders”)Xxx X. Xxxxx and Xxxxxx X. Xxxxxxx of Customers, as Seller’s proxy the sole and attorney-in-fact (exclusive attorneys and proxies of the undersigned Shareholder, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned Shareholder is entitled to do so) with respect to the Shares in accordance with the terms of this Agreement (which is referred to herein as the “Proxy”). The Proxy is irrevocable (to the fullest extent permitted by law), is coupled with an interest and is granted pursuant this Agreement. The Proxy is granted in consideration of Customers’ agreement to attendmerge with the Company pursuant the Merger, vote and otherwise act for and on behalf in such merger the Stockholder will be entitled to receive a portion of the Seller Merger Consideration (as defined in the Agreement and Plan of Merger). The Stockholder, at Customers’ request, will take such further action or execute such other instruments as may be necessary to effectuate the intent of the Proxy and the Stockholder hereby revokes any proxy previously granted with respect to the Shares in connection with any of the Voting Matters. Customers may, in its Subject Securities sole discretion, inform the Stockholder that it does not intend to utilize the Proxy and in such case, the Stockholder shall appear and vote the Shares or provide written consent as provided in Section 5 hereof and the Proxy shall be of no force or effect; provided, however, that if the Stockholder shall fail to appear and vote the Shares or provide written consent as provided in Section 5 hereof, the Proxy shall immediately become effective and exercisable by Customers according to its terms. The Shares beneficially owned by the Stockholder as of the date of this Agreement are listed on the signature page hereto, along with the number(s) of the stock certificate(s) representing such Shares (to the extent such number is readily available as of the date hereof). Except as otherwise provided herein, upon the Stockholder’s execution of this Agreement, granting the Proxy, any and all prior proxies given by the undersigned Shareholder with respect to any Shares are hereby revoked and terminated, and the Stockholder agrees not to grant any subsequent proxies with respect to the Shares until after the Expiration Date. The attorneys and proxies named above, and each of them, are hereby authorized and empowered by the Stockholder, at any time prior during the Voting Period, to act as the Stockholder’s attorney and proxy to vote all matters which may come before a of the Shares, and to exercise all voting, consent and similar rights of the undersigned Shareholder with respect to all of the Shares (including, without limitation, the power to execute and deliver written consents) at every annual or special meeting of stockholders of the Company Securityholders relating to the Transaction(and at every adjournment or postponement thereof), and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise in every written consent in lieu of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments meeting, all as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, The attorneys and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Seller. 3.4 The Proxyholders proxies named above may not exercise this irrevocable proxy the Proxy on any matter except as provided aboveother than the Voting Matters. Seller The Stockholder may vote the Subject Securities Shares on all other matters. 3.5 . Any obligation of Stockholder herein shall be binding upon the successors and assigns of Stockholder. The Acquiror may terminate this proxy at any time by written notice to Seller.Proxy shall terminate, and be of no further force and effect, automatically upon the Expiration Date

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby irrevocably appoints the Acquiror Parent and each of its executive officers or other designees (the “Proxyholders”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place, and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Proxyholders, with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of Stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof are to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller (b) Stockholder hereby revokes any proxies heretofore given by Seller Stockholder in respect of the Subject SecuritiesShares. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 2-507 of the Maryland General Corporation Law, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of SellerStockholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided in Section 3 above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy at any time by written notice to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact Xxxxxxx Xxxxxxxx and Xxxx Xxxxx, in their respective capacities as officers of Parent, and any other Person designated by Parent in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of Stockholder’s rights with respect to the Covered Company Shares, effective as of the date hereof and continuing until the termination of this Agreement in accordance with Section 5.1 herein (the “Voting Period”), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered Company Shares solely as required pursuant to Section 2.1(a) and Section 2.1(b) hereof. The proxy granted by Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in Stockholder with respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the to any Covered Company of its obligations under the Arrangement AgreementShares (other than Routine Matters, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7as defined below). The irrevocable proxy power of attorney granted by Seller herein Stockholder hereunder is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity dissolution of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except Stockholder. Other than (i) as provided abovein this Section 2.3, (ii) the granting of proxies to vote Covered Company Shares to an Affiliate of Stockholder as a Permitted Transfer and (iii) the granting of proxies to vote Covered Company Shares with respect to the election of directors, ratification of the appointment of the Company’s auditors at the Company’s annual meeting or special meeting of stockholders, and other routine matters at the Company’s annual meeting or any special meeting, in either case, to the extent such matters are not (x) inconsistent with the obligations contemplated by the Merger Agreement or this Agreement or (y) related to the transactions contemplated by the Merger Agreement or this Agreement (collectively, “Routine Matters”), Stockholder shall not directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to the voting of any of Stockholder’s Covered Company Shares. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller (a) The Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, the Investors and each of its their executive officers or other designees and any of them, in their capacities as officers of the Investors (the “ProxyholdersGrantees”), as Sellerthe Stockholder’s sole and exclusive proxy and attorney-in-fact (with full power to each of substitution substitution, for and resubstitution)in the name, place and stead of the Stockholder, to attendvote the Company Securities or to instruct nominees or record holders to vote such Company Securities owned by the Stockholder, vote and otherwise act for and on behalf and, in the sole discretion of the Seller in Grantees with respect to any proposed adjournments or postponements of its Subject Securities and in respect of all matters which may come before a any meeting of the stockholders of the Company Securityholders relating at which any of the matters described in Section 2 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) The Stockholder represents that any and all proxies heretofore given by Seller in respect of the Subject Stockholder’s Company Securities that may still be in effect are not irrevocable. Any and all such proxies are hereby revoked and the Stockholder agrees not to grant any subsequent proxies with respect to the Stockholder’s Company Securities. 3.3 Seller (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Article Section 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless and until except as otherwise provided in this Agreement is terminated pursuant to Article 7Agreement. The Such irrevocable proxy granted by Seller herein is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity DGCL until termination of Sellerthis Agreement. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided abovein this Agreement. Seller The Stockholder may vote the Subject Company Securities on all other matters. 3.5 The Acquiror (e) Any Grantee may terminate this proxy with respect to the Stockholder at any time at such Grantee’s sole election by written notice provided to Sellerthe Stockholder.

Grant of Irrevocable Proxy. 3.1 Seller Each Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact Rockets, and any other Person designated by Rockets in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder’s rights with respect to the Covered Mavericks Shares, effective as of the date hereof and continuing until the earliest to occur of (i) the time at which xxx Xxxxxxxxx Stockholder Approval shall have been obtained in accordance with applicable Law and the certificate of incorporation and the bylaws of Mavericks and (ii) the termination of the Merger Agreement in accordance with its terms (the “Voting Period”), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered Mavericks Shares as required pursuant to Section 2.1, in each case, solely in the event of a failure by such Stockholder to act in accordance with Section 2.1. The proxy granted by each Stockholder under this Agreement shall be irrevocable during the Voting Period and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, provided, that such proxy shall not be deemed immediately revoked unless this Agreement is terminated pursuant upon the Transfer of the applicable Covered Mavericks Shares, except for any Transfers among the Stockholders or by a Stockholder to Article 7 prior an Affiliate thereof. Each Stockholder (a) will take such further action or execute such other instruments as may be necessary to effectuate the exercise intent of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller 2.2 and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in such Stockholder with respect to any Covered Mavericks Shares. The power of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance attorney granted by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller each Stockholder under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein Section 2.2 is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity dissolution of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except such Stockholder. Other than as provided abovein this Section 2.2, no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of such Stockholder’s Covered Mavericks Shares. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror Rockets may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to Sellersuch Stockholder.

Grant of Irrevocable Proxy. 3.1 Seller (a) Until this Agreement is terminated, the Stockholder hereby irrevocably appoints the Acquiror Company, its officers, agents and each of its executive officers or other designees (the “Proxyholders”)nominees, as Seller’s proxy and attorney-in-fact (with full power of substitution and resubstitution)substitution, to attend, vote and otherwise act as proxy for and on behalf attorney in fact of the Seller in Stockholder to act with respect of its Subject Securities to and vote the Shares, if any, owned by the Stockholder for and in respect the name, place and stead of all matters which may come before a the Stockholder at any annual, special or other meeting of the Company Securityholders relating holders of shares of the Parent Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to the Transactionfullest extent that the Shares are entitled to be voted, in favor of the Merger, the Merger Agreement and such the transactions contemplated thereby. In all other matters, the Shares shall be voted by and in the manner determined by the Stockholder upon written notice to Company. The Stockholder hereby represents that he has not heretofore granted any irrevocable proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior with respect to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing Shares and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any and all proxies which may heretofore given by Seller in have been granted with respect of to the Subject SecuritiesShares. 3.3 Seller (b) The Stockholder understands and acknowledges that Company is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 1 is given in connection with and as an inducement for the performance execution by the Company of its obligations under the Arrangement Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller the Stockholder under this Agreement. Seller The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, interest and may not be revoked. The Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein is a durable power in accordance with the provisions of attorney and shall survive the dissolution, bankruptcy, or incapacity of SellerDGCL. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, the Company and each of its executive officers or other designees and any of them, in their capacities as officers of the Company (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees to vote the Shares, or grant a consent or approval or dissent or disapproval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders of the Company Securityholders relating at which any of the matters described in Section 3 hereof are to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller (b) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance consummation of the duties of Seller under this transactions described in the Purchase Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked. 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 in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Notwithstanding this Section 4(b), unless and until this Agreement is terminated pursuant to Article 7. The irrevocable the proxy granted by Seller herein is a durable power Stockholder shall be revoked upon termination of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerthis Agreement in accordance with its terms. 3.4 (c) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller may Stockholder shall retain the right at all times to vote the Subject Securities Shares in Stockholder’s sole discretion and without any other limitations on all matters other mattersthan those set forth in Section 3 that are at any time or from time to time presented for consideration to the Company’s stockholders generally. 3.5 (d) The Acquiror Company may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably appoints, until the Acquiror Expiration Date, the Company and each of its executive officers or other designees (the “Proxyholders”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and the Shares solely in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this accordance with Section 3.13. 3.2 Seller (b) Stockholder hereby revokes any proxies heretofore given by Seller Stockholder in respect of the Subject SecuritiesShares and agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the grant of the proxy contained herein. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Agreement, Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 212 of the DGCL, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, dissolution or incapacity bankruptcy of SellerStockholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 (e) The Acquiror Company may terminate this proxy at any time by written notice to SellerStockholder. Notwithstanding anything to the contrary in this Agreement, this proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 7.

Grant of Irrevocable Proxy. 3.1 Seller (a) Except as set forth in Section 4(f) hereof, Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Merger Partner and each of its executive officers or other designees and any of them, in their capacities as officers of Merger Partner (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Except with respect to any proxy given by the Stockholder in connection with the BiDil Sale, which shall remain in full force and effect and is not revoked or otherwise modified hereby, Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless . Stockholder hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein virtue hereof. Such irrevocable proxy is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity of SellerDelaware General Corporation Law. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Merger Partner may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder. (f) The proxy set forth in this Section 4 shall terminate upon the termination of this Agreement in accordance with Section 10 hereof.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Parent and each of its executive officers or other designees and any of them, in their capacities as officers of Parent (the “ProxyholdersGrantees”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders of the Company Securityholders relating at which any of the matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked. 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 in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Notwithstanding this Section 4(c), unless and until this Agreement is terminated pursuant to Article 7. The irrevocable the proxy granted by Seller herein is a durable power Stockholder shall be revoked upon termination of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerthis Agreement in accordance with its terms. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder. Parent covenants and agrees that it shall attend any stockholder meeting called with respect to the matters in Section 3 either in person or by proxy, and shall vote all the Shares as contemplated by Section 3 at any such meeting, including any adjournment or postponement thereof.

Grant of Irrevocable Proxy. 3.1 Seller Each Stockholder hereby appoints the Acquiror Buyer and any designee of the Buyer, and each of its executive officers or other designees (the “Proxyholders”)them individually, as Sellersuch Stockholder’s proxy and attorney-in-fact (and proxy, with full power of substitution and resubstitution)re-substitution, to attend, vote and otherwise act for and on behalf of the Seller in respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth Shares, or to act by written consent in this Article 3 is given respect thereof, in connection accordance with the performance by the Company Section 2. This power of its obligations under the Arrangement Agreement, attorney and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholders’ obligations under this Agreement. Seller Each Stockholder acknowledges that THIS POWER OF ATTORNEY AND PROXY (a) IS COUPLED WITH AN INTEREST, (b) constitutes, among other things, an inducement for the Buyer and the Merger Sub to enter into the Merger Agreement and (c) IS IRREVOCABLE AND WILL NOT BE TERMINATED UPON THE OCCURRENCE OF ANY EVENT; provided, that this power of attorney and proxy will terminate upon the Termination Date. Each Stockholder hereby further affirms ratifies and confirms all that the irrevocable this power of attorney and proxy is coupled with an interest, is intended may lawfully do or cause to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7done by virtue hereof. The irrevocable proxy power of attorney granted by Seller each Stockholder herein is a durable power of attorney and shall will survive the dissolution, bankruptcy, bankruptcy or other incapacity of Seller. 3.4 The Proxyholders may not exercise this such Stockholder; and the proxy granted herein by each Stockholder is executed and intended to be irrevocable proxy on any matter except as provided abovein accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. Seller may vote Each Stockholder hereby revokes all other powers of attorney and proxies with respect to the Subject Securities on all Shares that it may have heretofore appointed or granted, and agrees that it will not, during the Term of this Agreement, appoint or grant any subsequent power of attorney or proxy (and if appointed or granted in violation hereof, any such power of attorney or proxy will not be effective). Each Stockholder will promptly cause a fully executed copy of this Agreement to be delivered to the Buyer. Each Stockholder will take such further action or execute such other mattersinstruments as may be necessary to effectuate the intent of this Section 3. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby irrevocably appoints the Acquiror Xxxxx Xxxxxxx and each of its executive officers or other designees Xxxxxxx Xxxxxxxx (the “Proxyholders”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place, and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Proxyholders, with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of Stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof are to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller (b) Stockholder hereby revokes any proxies heretofore given by Seller Stockholder in respect of the Subject SecuritiesShares. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Asset Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of SellerStockholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Buyer may terminate this proxy at any time by written notice to SellerStockholder.

Grant of Irrevocable Proxy. 3.1 Seller (a) During the term of this Agreement, Pyxis hereby irrevocably appoints the Acquiror Company and each of its executive officers or other designees (the “Proxyholders”), ) as Seller’s Pyxis’ proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution) solely with respect to the matters set forth in Section 2(a), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place and stead of Pyxis, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares, in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(seach case in accordance with Section 2(a) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1hereof. 3.2 Seller (b) Pyxis hereby revokes any proxies heretofore given by Seller Pyxis in respect of the Subject SecuritiesShares. 3.3 Seller (c) Pyxis hereby affirms that the irrevocable proxy set forth in this Article Section 3 is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Pyxis under this Agreement. Seller Pyxis hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable during the term of this Agreement, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant revoked prior to Article 7the 2013 Meeting. The irrevocable proxy granted by Seller Pyxis herein is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity of SellerPyxis. 3.4 (d) Notwithstanding anything to the contrary provided in this Agreement, this proxy shall only be effective if Pyxis fails to appear, or otherwise fails to cause the Shares to be counted as present for purposes of calculating a quorum, at the 2013 Meeting, and to vote the Shares in accordance with Section 2(a) at such meeting, and the parties hereto hereby acknowledge that the proxy granted hereby shall not be effective for any other purpose. The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller , and Pyxis may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror may terminate (e) This proxy shall terminate, without the requirement of any further action, upon the termination of this proxy at any time by written notice to SellerAgreement in accordance with Section 5.

Grant of Irrevocable Proxy. 3.1 Seller (a) Each Stockholder hereby irrevocably (to the fullest extent permitted by law) constitutes and appoints the Acquiror Parent and any designee of Parent, and each of its executive officers or other designees (the “Proxyholders”)them individually, as Sellersuch Stockholder’s proxy true and attorney-in-fact (lawful attorneys and proxies, with full power of substitution and resubstitution), for and in its name, place and stead, solely to attend, vote and otherwise act for exercise all voting and on behalf of related rights, including by executing written consents, during the Seller in Voting Period with respect to any and all of its Subject Securities Shares on the matters and in the manner specified in Section 2.1, including the right to sign such Stockholder’s name (solely in its capacity as a stockholder) to any consent, certificate or other document. (b) Upon a Stockholder’s execution of this Agreement, any and all prior powers of attorney and proxies given by such Stockholder with respect of all matters which may come before a meeting of the Company Securityholders relating to any Shares, to the Transactionextent related to the matters set forth in Section 2.1, are hereby revoked, and such proxy shall Stockholder agrees not be revoked unless this Agreement is terminated pursuant to Article 7 prior grant any subsequent powers of attorney or proxies with respect to any Subject Shares to the exercise of extent related to such proxy (or other voting instrument). Seller agrees to deliver (including by instructing matters until after the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1Expiration Date. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby (c) EACH STOCKHOLDER ACKNOWLEDGES THAT THE PROXY AND POWER OF ATTORNEY GRANTED HEREIN ARE IRREVOCABLE (TO THE FULLEST EXTENT PERMITTED BY LAW) AND ARE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY. Such Stockholder affirms that the irrevocable proxy set forth in this Article 3 it is given in connection with the performance by the Company of its obligations under the Arrangement Agreement, and that giving such irrevocable proxy is given to Parent to secure the performance of the duties obligations of Seller such Stockholder under this Agreement. Seller hereby . (d) Each Stockholder shall take all further affirms action or execute such other instruments as may be necessary to effectuate the intent of the proxy and power of attorney granted herein. (e) The irrevocable proxy and power of attorney granted herein shall expire on the Expiration Date but shall survive the death or incapacity of any Stockholder and the obligations of the Stockholders under this Agreement shall be binding upon their respective heirs, personal representatives, successors, transferees and assigns. (f) It is agreed that Parent (and its officers on behalf of Parent) will use the irrevocable proxy that is coupled granted by each Stockholder herein only in accordance with an interestapplicable Laws and that, is intended to be irrevocablethe extent Parent (and its officers on behalf of Parent) uses such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy with respect to the matters specified in, and may under no circumstances be revokedin accordance with the provisions of, unless Section 2.1, and until this Agreement is terminated pursuant each such Stockholder shall retain the right to Article 7. The irrevocable proxy granted by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities such Shares on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Each Shareholder hereby appoints irrevocably grants to, and appoints, Keystone and Xxxxxxx X. Xxxxxxx, the Acquiror Chief Operating Officer of Keystone, and Xxxx X. Xxxxxxx, a Vice President of Keystone, in their respective capacities as officers of Keystone, and any individual who hereafter shall succeed to any such office of Keystone, and each of its executive officers or other designees (them individually, the “Proxyholders”), as Seller’s Shareholder's proxy and attorney-in-fact (with full power of substitution and resubstitutionsubstitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of the Seller Shareholder to vote all shares of the capital stock of North Star as to which the Shareholder has the sole or shared voting power, or to grant a consent or approval in respect of its Subject Securities and such shares, (i) in respect of all matters which may come before a meeting favor of the Company Securityholders relating to Merger, the execution and delivery of the Merger Agreement and the approval of the terms thereof and of each other transaction contemplated by the Merger Agreement and (ii) against any Competing Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller (b) Each Shareholder hereby revokes represents that any proxies heretofore given by Seller in respect of any shares of the Subject Securitiescapital stock of North Star are not irrevocable, and that any such proxies hereby are revoked. 3.3 Seller (c) Each Shareholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 7 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller the Shareholder under this Agreement. Seller Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless . Each Shareholder hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Seller. 3.4 The Proxyholders may not exercise this virtue hereof. Such irrevocable proxy on any matter except as provided aboveis executed and intended to be irrevocable and coupled with an interest in accordance with the provisions of Section 302 A.449 subd. Seller may vote 2 of the Subject Securities on all other mattersMinnesota Business Corporation Act. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Except as set forth in Section 4(f) hereof, Stockholder hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, Merger Partner and each of its executive officers or other designees and any of them, in their capacities as officers of Merger Partner (the “Proxyholders”"Grantees"), as Seller’s Stockholder's proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Except with respect to any proxy given by the Stockholder in connection with the BiDil Sale, which shall remain in full force and effect and is not revoked or otherwise modified hereby, Stockholder represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesShares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless . Stockholder hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein virtue hereof. Such irrevocable proxy is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity of SellerDelaware General Corporation Law. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Merger Partner may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to SellerStockholder. (f) The proxy set forth in this Section 4 shall terminate upon the termination of this Agreement in accordance with Section 10 hereof.

Grant of Irrevocable Proxy. 3.1 Seller hereby appoints Each Shareholder shall revoke any and all previous proxies granted with respect to its Owned Shares to effectuate the Acquiror following provisions of this Section 2.2. As soon as practicable following the date of this Agreement (and in event within 30 calendar days following the date of this Agreement), each of its executive officers or other designees Shareholder agrees to deliver to Parent a valid proxy, in the form attached hereto as Exhibit A (the “ProxyholdersProxy”), as Sellersigned by each record holder of such Shareholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), to attend, vote and otherwise act for and on behalf Owned Shares. In the event that any of the Seller Shareholder’s Owned Shares are then held of record in respect “street name” and such record holder notifies Shareholder in writing that it is unwilling to deliver a Proxy, such Shareholder will use its reasonable best efforts to cause such Owned Shares to be registered in the name of such Shareholder as the record holder thereof and immediately thereafter deliver to Parent a valid Proxy signed by such Shareholder in its capacity as record owner of all of its Subject Securities Owned Shares as soon as practicable after the date of this Agreement (and in any event not later that five Business Days prior to the record date for the Company Meeting); provided, however, from and after the record date for the Company Meeting, each Shareholder in whose name such Owned Shares shall have been so registered and in respect of all matters which may come before Owned Shares such Shareholder shall have delivered a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated Proxy pursuant to Article 7 prior this sentence shall be permitted to the exercise of re-register such proxy (or other voting instrument)shares in “street name”. Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments Except as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with Section 2.2, each Proxy to be delivered pursuant to this Section 2.2 shall be irrevocable to the performance fullest extent permissible by the Company of its obligations under the Arrangement Agreement, Law and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended and granted in order to secure such Shareholder’s performance under this Agreement and also in consideration of Parent and Merger Sub entering into this Agreement and the Merger Agreement. Each Shareholder agrees that the Proxy delivered by it will be valid under applicable Law and the Company’s governing documents to permit the holder thereof to vote the Shareholder’s Owned Shares at the Company Meeting, and that the holder of the Proxy shall have the right to cause to be irrevocablepresent, to consent or to vote such Shareholder’s Owned Shares in accordance with the provisions of Section 2.1 pursuant to the Proxy. The Proxy granted by each Shareholder shall be void and may under of no circumstances be revokedfurther effect and revoked (automatically without any action on the part of any Shareholder, unless Parent, Merger Sub or any other Person) upon the earlier to occur of the Expiration Time and until the termination of this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of SellerSection 4.5 hereof. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller The Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact the Company, and any other Person designated by the Company in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, effective as of the date hereof and continuing until the Termination Date (the “Voting Period”), to attendvote (or execute written consents, vote and otherwise act for and on behalf of the Seller in if applicable) with respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the TransactionCovered Parent Ordinary Shares as required pursuant to Section 2.1(a) and Section 2.1(b) hereof. The proxy granted by the Stockholder hereunder shall be irrevocable during the Voting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and the Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance previously granted by the Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given Stockholder with respect to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7any Covered Parent Ordinary Shares. The irrevocable proxy power of attorney granted by Seller herein the Stockholder hereunder is a durable power of attorney and shall survive the dissolutionbankruptcy or dissolution of the Stockholder. For Covered Parent Ordinary Shares as to which the Stockholder is the Beneficial Owner but not the holder of record, bankruptcythe Stockholder shall use reasonable best efforts to cause any holder of record of such Covered Parent Ordinary Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3. The proxy granted by the Stockholder shall not be exercised to vote, consent or incapacity of Seller. 3.4 The Proxyholders may not exercise this irrevocable proxy act on any matter except as provided abovecontemplated by Section 2.1 and Section 2.3 of this Agreement. Seller may vote The proxy granted by the Subject Securities on all other mattersStockholder shall be revoked, terminated and of no further force or effect, automatically and without further action, upon the valid termination of this Agreement in accordance with Section 5.1. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Except as set forth in Section 4(f) hereof, Purchaser hereby appoints irrevocably (to the Acquiror fullest extent permitted by law) grants to, and appoints, the Company and each of its executive officers or other designees and any of them, in their capacities as officers of the Company (the “ProxyholdersGrantees”), as SellerPurchaser’s proxy and attorney-in-fact (with full power of substitution and resubstitutionre-substitution), to attend, vote and otherwise act for and on behalf in the name, place and stead of Purchaser, to vote the Seller Purchaser Shares, to instruct nominees or record holders to vote the Purchaser Shares, or grant a consent or approval in respect of its Subject Securities and the Purchaser Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof is to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller hereby revokes (b) Purchaser represents that any proxies heretofore given by Seller in respect of the Subject SecuritiesPurchaser Shares that may still be in effect are not irrevocable, and such proxies are hereby revoked. 3.3 Seller (c) Purchaser hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Stock Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Purchaser under this Agreement. Seller Purchaser hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, interest and may under no circumstances be revoked, unless . Purchaser hereby ratifies and until this Agreement is terminated pursuant to Article 7. The confirms all that such irrevocable proxy granted may lawfully do or cause to be done by Seller herein virtue hereof. Such irrevocable proxy is a durable power executed and intended to be irrevocable in accordance with the provisions of attorney and shall survive Section 212 of the dissolution, bankruptcy, or incapacity General Corporation Law of Sellerthe State of Delaware. 3.4 (d) The Proxyholders Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Seller Purchaser may vote the Subject Securities Purchaser Shares on all other matters. 3.5 (e) The Acquiror Company may terminate this proxy with respect to Purchaser at any time at its sole election by written notice provided to SellerPurchaser. (f) The proxy set forth in this Section 4 shall terminate upon the termination of this Agreement in accordance with Section 7 hereof.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby irrevocably appoints the Acquiror Parent and each of its executive officers or other designees (the “Proxyholders”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place, and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Proxyholders, with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of Stockholders at which any of the Company Securityholders relating matters described in Section 3 hereof are to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller (b) Stockholder hereby revokes any proxies heretofore given by Seller Stockholder in respect of the Subject SecuritiesShares. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 351.245 of the General and Business Corporation Law of Missouri, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, bankruptcy or incapacity of SellerStockholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror (e) Parent may terminate this proxy at any time by written notice to SellerStockholder. (f) This proxy shall terminate and be of no further force or effect whatsoever immediately upon termination of this Agreement pursuant to the terms of Section 8 hereof.

Grant of Irrevocable Proxy. 3.1 Seller hereby appoints (a) The Stockholder, with respect to all of the Acquiror and each of its executive officers or other designees shares (the “ProxyholdersShares”), as Seller’s proxy and attorney-in-fact (with full power of substitution and resubstitution), to attend, vote and otherwise act for and on behalf ) of the Seller Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transactionfuture (including, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to without limitation Common Stock acquired by the exercise of such proxy (or other voting instrument). Seller agrees a Warrant issued to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given Stockholder in connection with the performance Agreement, by the Stockholder, the Stockholder hereby grants to Jxxxxxx Xxxx (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his sole and absolute discretion to be in the Holder’s own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company of its obligations under or action by written consent with respect to any matter or the Arrangement Agreement, transactions contemplated thereby. It is expressly understood and agreed that such the foregoing irrevocable proxy is given hereby granted to secure the performance of Holder by the duties of Seller under this Agreement. Seller hereby further affirms that Stockholder pursuant to the irrevocable proxy Agreement and is coupled with an interest. (b) Because of this interest in the Shares, is intended the Holder shall have no duty, liability and obligation whatsoever to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted by Seller herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Sellerhereunder. 3.4 (c) The Proxyholders Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes. (d) The Stockholder may, at his option, terminate this Irrevocable Proxy upon the occurrence of any of the following: (i) Jxxxxxx Xxxx is no longer either the Chief Executive Officer or the Chairman of the Board of Directors of the Company (if Mx. Xxxx still holds one but not both titles the Stockholder may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy Irrevocable Proxy); (ii) Upon the sale of all or any portion of the Shares on a public market, such as Nasdaq, and in compliance with all applicable state and federal securities laws, this Irrevocable Proxy shall terminate with respect to all or such portion of the Shares, as applicable; (iii) With the Company’s prior written approval, not to be unreasonably withheld, upon the sale of all or any portion of the Shares to a third party in any transaction or series of transactions negotiated at any time by written notice arm’s length, in compliance with all applicable state and federal securities laws, this Irrevocable Proxy shall terminate with respect to Sellerall or such portion of the Shares, as applicable.

Grant of Irrevocable Proxy. 3.1 Seller (a) Stockholder hereby irrevocably appoints the Acquiror Company and each of its executive officers or other designees (the “Proxyholders”), as SellerStockholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution), and grants to attendthe Proxyholders full authority, vote and otherwise act for and on behalf in the name, place, and stead of Stockholder, to vote the Seller Shares, to instruct nominees or record holders to vote the Shares, or grant a consent or approval in respect of its Subject Securities and such Shares in accordance with Section 3 hereof and, in the discretion of the Proxyholders, with respect to any proposed adjournments or postponements of all matters which may come before a any meeting of stockholders of the Company Securityholders relating at which any of the matters described in Section 3 hereof are to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1considered. 3.2 Seller (b) Stockholder hereby revokes any proxies heretofore given by Seller Stockholder in respect of the Subject SecuritiesShares. 3.3 Seller (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Article 3 Section 4 is given in connection with the performance by execution of the Company of its obligations under the Arrangement AgreementTransaction Documents, and that such irrevocable proxy is given to secure the performance of the duties of Seller Stockholder under this Agreement. Seller Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocableirrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7. The irrevocable proxy granted by Seller Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of SellerStockholder. 3.4 (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided aboveabove in Section 3. Seller Stockholder may vote the Subject Securities Shares on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller (a) Each CMI Stockholder hereby irrevocably appoints the Acquiror and each of its executive officers or other designees (the “Proxyholders”), Seller’s Representative as Sellersuch CMI Stockholder’s proxy and attorney-in-fact (fact, with full power of substitution and resubstitution), to attendvote or execute any consent or approval with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, vote and otherwise act for and on behalf of the Seller in respect of its Subject Securities and in respect of all matters which may come before a meeting of the Company Securityholders relating to the Transaction, and such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required to effect the grant of irrevocable proxy provided for in this Section 3.1. 3.2 Seller hereby revokes any proxies heretofore given by Seller in respect of the Subject Securities. 3.3 Seller hereby affirms that matters described in Section 2.1(a), until the irrevocable proxy set forth Expiration Time and, in this Article 3 is given respect of the matters described in connection with Section 2.1(d), during the performance by the Company of its obligations under the Arrangement Agreement, and that such Applicable Period. This irrevocable proxy is given to secure the performance of the duties of Seller the CMI Stockholders under this Agreement. Seller hereby further affirms None of the CMI Stockholders shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to any of its Owned Shares now owned or hereafter acquired by such CMI Stockholder that is inconsistent with this Agreement. (b) The proxy and power of attorney granted hereunder by each of the irrevocable proxy is CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time and, in respect of the matters described in Section 2.1(d), during the Applicable Period, shall be deemed coupled with an interest, interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is intended to be irrevocableinconsistent with this Agreement, and may under no circumstances be revoked, unless and until each CMI Stockholder acknowledges that this Agreement is terminated pursuant proxy constitutes an inducement for the Sellers to Article 7enter into the Exchange Agreement. The irrevocable proxy power of attorney granted by Seller herein each of the CMI Stockholders is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of Sellerattorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time and, in respect of the matters described in Section 2.1(d), at the expiration of the Applicable Period. 3.4 The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Seller may vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time by written notice to Seller.

Grant of Irrevocable Proxy. 3.1 Seller Each Stockholder hereby irrevocably appoints the Acquiror and each of as its executive officers or other designees (the “Proxyholders”), as Seller’s proxy and attorney-in-fact Royal Gold, and any other Person designated by Royal Gold in writing (collectively, the “Grantees”), each of them individually, with full power of substitution and resubstitution, to the fullest extent of such Stockholder’s rights with respect to the Covered Company Shares, effective as of the date hereof and continuing until the Termination Date (the “Voting Period”), to attendvote (or execute written consents, vote if applicable) with respect to the Covered Company Shares as required pursuant to Section 2.1(a) and otherwise act for and on behalf Section 2.1(b) hereof and, in the discretion of the Seller in Grantees, with respect to any proposed postponement or adjournments of its Subject Securities and in respect any annual or special meetings of all matters which may come before a meeting the stockholders of the Company Securityholders relating (including the Company Stockholder Meeting) at which any of the matters described in Section 2.1(a) was to be considered. The proxy granted by each Stockholder hereunder shall be irrevocable during the TransactionVoting Period, shall be deemed to be coupled with an interest sufficient in Law to support an irrevocable proxy, and each Stockholder (a) will take such proxy shall not be revoked unless this Agreement is terminated pursuant to Article 7 prior to the exercise of further action or execute such proxy (or other voting instrument). Seller agrees to deliver (including by instructing the participant(s) in the book-based system operated by CDS Clearing and Depository Services Inc. or other intermediary through which the Seller holds the Subject Securities to arrange for such delivery) any such instruments as are required may be necessary to effect effectuate the grant intent of irrevocable this proxy provided for in this Section 3.1. 3.2 Seller and (b) hereby revokes any proxies heretofore given proxy previously granted by Seller in such Stockholder with respect of the Subject Securities. 3.3 Seller hereby affirms that the irrevocable proxy set forth in this Article 3 is given in connection with the performance by the to any Covered Company of its obligations under the Arrangement Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable, and may under no circumstances be revoked, unless and until this Agreement is terminated pursuant to Article 7Shares. The irrevocable proxy power of attorney granted by Seller herein each Stockholder hereunder is a durable power of attorney and shall survive the dissolution, bankruptcybankruptcy or dissolution of such Stockholder. Subject to Section 3.2(b) with respect to the Released Shares following the Trigger Date, or incapacity as provided in this Section 2.3, no Stockholder shall directly or indirectly grant any Person any proxy (revocable or irrevocable), power of Seller. 3.4 The Proxyholders attorney or other authorization with respect to any of such Stockholder’s Covered Company Shares. For Covered Company Shares as to which any Stockholder is the Beneficial Owner but not the holder of record, such Stockholder shall cause any holder of record of such Covered Company Shares to grant to the Grantees a proxy to the same effect as that described in this Section 2.3. Royal Gold may terminate this proxy with respect to any Stockholder at any time at its sole election by written notice provided to such Stockholder. Royal Gold or its designee may not exercise this irrevocable proxy on any matter except as provided abovein this Article II. Seller may The proxy granted pursuant to this Section 2.3 shall be utilized only if a Stockholder fails to vote the Subject Securities on all other matters. 3.5 The Acquiror may terminate this proxy at any time or attempts to vote (whether by proxy, in person or by written notice to Sellerconsent), in a manner which is inconsistent with the terms of Section 2.1 of this Agreement.