Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's Subject Shares, or grant a consent or approval in respect of such Stockholder's Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) of the Nevada Revised Statutes.

Grant of Irrevocable Proxy. Such During the term of this Agreement, each Stockholder hereby irrevocably grants toappoints ("Irrevocable Proxy") Xxxxx or, and appointsin his absence, Parent and Xxxxxx Xxxxxxx or any individual other person who shall hereafter be designated in writing by ParentXxxxx, and each of them, such said Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such the Stockholder, to vote, or cause to be voted, such Stockholder's Subject vote the Shares, or grant a consent or and approval in respect of such Stockholder's Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its termsthe provisions of this Article IV. Each Stockholder understands represents that any proxies heretofore given in respect of the Shares either (i) are not irrevocable and acknowledges that Parent is entering into any such proxies are hereby revoked or (ii) are being expressly terminated by mutual consent of the Merger Agreement in reliance upon the Stockholders' execution and delivery parties to such proxies pursuant to Section 7.10 of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy Irrevocable Proxy is given to secure the performance of the duties obligations of such the Stockholder under this Agreement. Subject to this Section 2(b), this grant of proxy Each Stockholder hereby affirms that the Irrevocable Proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that any act such irrevocable proxy and attorney in fact may lawfully do or cause to be done in accordance herewith. Such by virtue hereof and that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) of the Nevada Revised StatutesDGCL.

Grant of Irrevocable Proxy. Such Stockholder (a) Noteholder hereby irrevocably (to the fullest extent permitted by law) grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, Public Company and each of its executive officers and any of them, such Stockholder's in their capacities as officers of Public Company (the “Grantees”), as Noteholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such StockholderNoteholder, to votevote the Shares, to instruct nominees or cause record holders to be voted, such Stockholder's Subject vote the Shares, or grant a consent or approval in respect of such Stockholder's Subject SharesShares in accordance with Section 4 hereof and, at every annual, special or other meeting in the discretion of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, Grantees with respect to any proposed adjournments or postponements of any meeting of Noteholders at which any of the matters and in the manner specified described in Section 2(a4 hereof is to be considered. (b) hereof; provided Noteholder represents that any proxies heretofore given in respect of the foregoing proxy shall terminate immediately upon termination of this Agreement Shares that may still be in accordance with its terms. Each Stockholder understands effect are not irrevocable, and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each Stockholder such proxies are hereby revoked. (c) Noteholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) 5 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder Noteholder under this Agreement. Subject to this Section 2(b), this grant of Noteholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder Noteholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewithby virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law. (d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Noteholder may vote the Shares on all other matters. (e) Public Company may terminate this proxy with respect to Noteholder at any time at its sole election by written notice provided to Noteholder.

Grant of Irrevocable Proxy. Such (a) Each Stockholder hereby irrevocably and unconditionally (to the fullest extent permitted by law) grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, the Company and each of its executive officers and any of them, such in their capacities as officers of the Company (the “Grantees”), as each Stockholder's ’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such each Stockholder, to votevote the Shares, to instruct nominees or cause record holders to be voted, such Stockholder's Subject vote the Shares, or to grant a consent or approval or dissent or disapproval in respect of such Stockholder's Subject the Shares, at every annualin each case in accordance with Section 1.1 hereof and, special or other meeting in the discretion of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwiseGrantees, with respect to any proposed adjournments or postponements of any meeting of stockholders of the Company at which any of the matters and in the manner specified described in Section 2(a1.1 hereof are to be considered. (b) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) 1.2 is given in connection with the execution of the Merger AgreementPurchase Agreements and the proposed issuance of the Shares as contemplated thereby, and that such irrevocable proxy is given to secure the performance of the duties of such each Stockholder under this Agreement. Subject to this Section 2(b), this grant of Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked, except as otherwise set forth herein. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy the Grantees may lawfully do or cause to be done in accordance herewithby virtue hereof. Such The irrevocable proxy set forth in this Section 1.2 is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law. Notwithstanding this Section 1.2, the proxy granted by each Stockholder shall be revoked upon termination of this Agreement in accordance with its terms. (c) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above.

Grant of Irrevocable Proxy. Such (a) Stockholder hereby irrevocably (to the fullest extent permitted by law) grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, Public Company and each of its executive officers and any of them, such in their capacities as officers of Public Company (the “Grantees”), as Stockholder's ’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to votevote the Shares, to instruct nominees or cause record holders to be voted, such Stockholder's Subject vote the Shares, or grant a consent or approval in respect of such Stockholder's Subject SharesShares in accordance with Section 3 hereof and, at every annual, special or other meeting in the discretion of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, Grantees with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters and in the manner specified described in Section 2(a3 hereof is to be considered. (b) hereof; provided Stockholder represents that any proxies heretofore given in respect of the foregoing proxy shall terminate immediately upon termination of this Agreement Shares that may still be in accordance with its terms. Each Stockholder understands effect are not irrevocable, and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each such proxies are hereby revoked. (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewithby virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law. (d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder may vote the Shares on all other matters. (e) Public Company may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder.

Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's ’s Subject Shares, or grant a consent or approval in respect of such Stockholder's ’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment adjournments or adjournments postponements thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' Stockholder’s execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b)) and Section 10, this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5212(e) of the Nevada Revised StatutesGeneral Corporation Law of Delaware (the “DGCL”).

Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's ’s Subject Shares, or grant a consent or approval in respect of such Stockholder's ’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereofhereof (and not with respect to any other matters); provided provided, however, that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' ’ execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all actions (including voting or causing to be voted such Stockholder’s Subject Shares or granting an approval or consent in respect of such Stockholder’s Subject Shares) that may be lawfully taken by such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law, subject to the terms hereof.

Grant of Irrevocable Proxy. Such (a) Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, appoints the Company and each of themits executive officers or other designees (the “Proxyholders”), such as Stockholder's ’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), and grants to the Proxyholders full authority, for and in the name, place place, and stead of such Stockholder, to vote, or cause to be voted, such solely for the purpose of voting the Stockholder's Subject ’s Shares, and/or instructing nominees or grant a consent or approval in respect of such record holders to vote the Stockholder's Subject ’s Shares, at every annualin accordance with Section 1(a) hereof and, special or other meeting in the discretion of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwiseProxyholders, with respect to any proposed adjournments or postponements of any meeting of Stockholders at which the matters and Transactions are to be considered. (b) Stockholder hereby revokes any proxies heretofore given by Stockholder in respect of the manner specified in Section 2(aShares. (c) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy 2 is given to secure the performance of the duties of such Stockholder under this Agreement. Subject Stockholder hereby further affirms that, subject to this Section 2(b)5, this grant of the irrevocable proxy is coupled with an interest interest, is intended to be irrevocable, and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such The irrevocable proxy granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Stockholder. (d) The Proxyholders may lawfully do or cause to be done in accordance herewith. Such not exercise this irrevocable proxy is executed and intended on any matter except as provided above. Stockholder may vote the Stockholder’s Shares on all other matters. (e) The Company may terminate this proxy at any time by written notice to be irrevocable in accordance with the provisions of Section 78.355(5) of the Nevada Revised StatutesStockholder.

Grant of Irrevocable Proxy. Such (a) Each Stockholder hereby irrevocably grants toappoints, and appointsuntil the Expiration Date, Parent and any individual who shall hereafter be designated by Parent, and each of themits executive officers or other designees (the “Proxyholders”), as such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution and re-substitution), and grants to the Proxyholders full authority, for and in the name, place and stead of such Stockholder, to votevote his Shares, to instruct nominees or cause record holders to be voted, such Stockholder's Subject vote his Shares, or grant a consent or approval in respect of such Stockholder's Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement his Shares solely in accordance with its terms. Section 3. (b) Each Stockholder understands hereby revokes any proxies heretofore given by Stockholder in respect of his Shares and acknowledges that Parent is entering into agrees to execute any further agreement or form reasonably necessary or appropriate to confirm and effectuate the Merger Agreement in reliance upon grant of the Stockholders' execution and delivery of this Agreement. proxy contained herein. (c) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy interest, is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDGCL, and may under no circumstances be revoked. The irrevocable proxy granted by each Stockholder herein is a durable power of attorney and shall survive the bankruptcy or incapacity of such Stockholder. (d) The Proxyholders may not exercise this irrevocable proxy on any matter except as provided above. Each Stockholder may vote his Shares on all other matters. (e) Parent may terminate this proxy at any time by written notice to each Stockholder. Notwithstanding anything to the contrary in this Agreement, this proxy shall automatically terminate upon the valid termination of this Agreement in accordance with Section 8.

Grant of Irrevocable Proxy. Such (a) For the period commencing with the execution and delivery of this Agreement and expiring on the Expiration Date (the “Proxy Term”), Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any individual who shall hereafter be designated by Parent, and each of them, such its executive officers or other designees (the “Proxyholders”) as Stockholder's ’s proxy and attorney-in-fact (with full power of substitutionsubstitution and resubstitution), and grants to the Proxyholders full authority, for and in the name, place place, and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's Subject vote the Shares, to instruct nominees or record holders of the Shares to vote the Shares or grant a consent or approval in respect of such Stockholder's Subject SharesShares in accordance with Section 3 hereof and, at every annual, special or other meeting in the discretion of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwiseProxyholders, with respect to any proposed adjournments or postponements of any meeting of stockholders at which any of the matters and in the manner specified described in Section 2(a3 hereof are to be considered. (b) hereof; provided that Stockholder hereby revokes any proxies heretofore given by Stockholder in respect of the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each Shares. (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy interest, is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law during the Proxy Term. The irrevocable proxy granted by Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, or incapacity of Stockholder. (d) Parent may terminate this proxy at any time by written notice to Stockholder.

Grant of Irrevocable Proxy. Such (a) Stockholder hereby irrevocably (to the fullest extent permitted by law) grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, LTX and each of its executive officers and any of them, such in their capacities as officers of LTX (the “Grantees”), as Stockholder's ’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of such Stockholder, to votevote the Shares, to instruct nominees or cause record holders to be voted, such Stockholder's Subject vote the Shares, or grant a consent or approval in respect of such Stockholder's Subject SharesShares in accordance with Section 3 hereof and, at every annual, special or other meeting in the discretion of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, Grantees with respect to any proposed adjournments or postponements of any meeting of Stockholders at which any of the matters and in the manner specified described in Section 2(a3 hereof is to be considered. (b) hereof; provided Stockholder represents that any proxies heretofore given in respect of the foregoing proxy shall terminate immediately upon termination of this Agreement Shares that may still be in accordance with its terms. Each Stockholder understands effect are not irrevocable, and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each such proxies are hereby revoked. (c) Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) 4 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewithby virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law. (d) The Grantees may not exercise this irrevocable proxy on any other matter except as provided above. Stockholder may vote the Shares on all other matters. (e) LTX may terminate this proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder.

Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's ’s Subject Shares, or grant a consent or approval in respect of such Stockholder's ’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' ’ execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) of the Nevada Revised Statutes.

Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's Subject Shares, or grant a consent or approval in respect of such Stockholder's Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment adjournments or adjournments postponements thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b)) and Section 10, this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5212(e) of the Nevada Revised StatutesGeneral Corporation Law of Delaware (the "DGCL").

Grant of Irrevocable Proxy. Such Stockholder hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parent, and each of them, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's ’s Subject Shares, or grant a consent or approval in respect of such Stockholder's ’s Subject Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided provided, however, that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' ’ execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewith. Such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law.

Grant of Irrevocable Proxy. Such Stockholder Each Securityholder (other than GEPT, CalPERS and CDP) hereby irrevocably grants to, and appoints, Parent and any individual who shall hereafter be designated by Parentappoints the Aurora Entities, and each of them, such Stockholder's proxy and attorney-in-fact them acting alone (with full power of substitution), for as such Securityholder's proxy and attorney in fact (each, in such capacity, a "Proxy Holder") to vote and to give or withhold consent with respect to all shares of Common Stock and Preferred Stock (if any such rights exists), held by such Securityholder from time to time in such manner as such Proxy Holder or Proxy Holders shall determine in their respective sole and absolute discretion, at any meeting (whether annual or special and whether or not an adjourned meeting) of the nameCompany or by written consent or otherwise, place giving and stead of granting to the Proxy Holders all powers such Stockholder, to vote, Securityholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holders or either shall lawfully do or cause to be voteddone by virtue hereof, such Stockholder's Subject Sharesprovided, or grant a consent or approval in respect of such Stockholder's Subject Shareshowever, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination not apply to any action to be taken or consent to be given by any such Securityholder, in its capacity as such, under the terms of Sections 12 and 13.2 of this Agreement or with respect to matters of the type described in accordance with its termsSection 7.2(b), (c), (d), (e) and (f) and provided, further, that the Aurora Entities shall be prohibited from using any of such proxies to amend the terms and conditions set forth in Sections 12 and 13.2 hereof. No Proxy Holder shall have any liability to any Securityholder as a result of any action taken or failure to take action pursuant to the foregoing proxy except for any action or failure to take action not taken or omitted in good faith or which involves gross negligence, intentional misconduct or a knowing violation of applicable law. Each Stockholder understands and acknowledges such Securityholder represents that Parent is entering into the Merger Agreement any proxies heretofore given by such Securityholder, in reliance upon the Stockholders' execution and delivery respect of this Agreementits Securities are not irrevocable; any such prior proxies are hereby revoked. Each Stockholder such Securityholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Securityholder's subscription for its Securities and constitutes a material inducement to secure the performance of Company and the duties of Aurora Entities to approve such Stockholder under subscription, and that this Agreement. Subject to this Section 2(b), this grant of irrevocable proxy is coupled with an interest and may may, under no circumstances circumstances, be revoked. Each Stockholder The Company hereby ratifies acknowledges receipt of and confirms the validity of the foregoing irrevocable proxy, and agrees to recognize the Proxy Holders as the sole attorneys and proxies for each such Securityholder at all that times prior to the termination date of such irrevocable proxy may lawfully do or cause to be done as hereinafter provided in accordance herewiththis Section 7.1. Such Each such Securityholder intends that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law to the extent that the same is or may be applicable. The proxy granted by this Section 7.1 shall terminate with respect to any share of Common Stock or Preferred Stock held by any such Securityholder only at such time as such share is no longer owned beneficially or of record by such Securityholder, any of his, her or its respective Permitted Transferees or any other Person designated a Securityholder and bound by the terms of this Agreement.

Grant of Irrevocable Proxy. Such (a) In the case of a vote referred to in Section 2.1(a), each Stockholder hereby irrevocably grants to, and appoints, appoints Parent and any individual who shall hereafter be designated by designee of Parent, and each of themthem individually, as such Stockholder's proxy ’s agent, attorney and attorney-in-fact (proxy, with full power of substitution), for substitution and in the name, place and stead of such Stockholderresubstitution, to vote, vote or cause to be voted, such Stockholder's Subject act by written consent until the Expiration Time with respect the Owned Shares, or grant a consent or approval other than the shares of Class B Common Stock owned by BACI subject to the Shareholder Agreement, in respect of such Stockholder's Subject Sharesaccordance with Article II, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, solely with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms2.1. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable This proxy is given to secure the performance of the duties of such each Stockholder under this Agreement and shall be exercisable solely in the event that such Stockholder fails to perform its obligations under Section 2.1(b). In the case of a vote referred to in Section 2.1(a), each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. Subject The proxy and power of attorney granted pursuant to this Section 2(b)2.2(a) by each Stockholder shall be irrevocable during the term of this Agreement, this grant of proxy is shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and may under no circumstances shall revoke any and all prior proxies granted by such Stockholder. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of a Stockholder’s Owned Shares subject to the proxy herein and a vote by such Stockholder of such Owned Shares. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution or bankruptcy of such Stockholder. The proxy and power of attorney granted hereunder shall be revoked. Each automatically revoked upon termination of this Agreement in accordance with its terms. (b) In the case of a vote referred to in Section 2.1(b), each Stockholder hereby ratifies appoints the Company and confirms all any designee of the Company, and each of them individually, as such Stockholder’s agent, attorney and proxy, with full power of substitution and resubstitution, to vote or act by written consent until the Expiration Time with respect the Owned Shares, other than the shares of Class B Common Stock owned by BACI subject to the Shareholder Agreement, in accordance with Article II, solely with respect to the matters and in the manner specified in Section 2.1. This proxy is given to secure the performance of the duties of each Stockholder under this Agreement and shall be exercisable solely in the event that such irrevocable proxy may lawfully do Stockholder fails to perform its obligations under Section 2.1(b). In the case of a vote referred to in Section 2.1(b), each Stockholder shall, from time to time, execute and deliver, or cause to be done executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement. The proxy and power of attorney granted pursuant to this Section 2.2(b) by each Stockholder shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in accordance herewith. Such law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such Stockholder. The vote of the proxyholder shall control in any conflict between the vote by the proxyholder of a Stockholder’s Owned Shares subject to the proxy herein and a vote by such Stockholder of such Owned Shares. The power of attorney granted by each Stockholder herein is executed a durable power of attorney and intended to shall survive the dissolution or bankruptcy of such Stockholder. The proxy and power of attorney granted hereunder shall be irrevocable automatically revoked upon termination of this Agreement in accordance with the provisions of Section 78.355(5) of the Nevada Revised Statutesits terms.

Grant of Irrevocable Proxy. Such Each Stockholder hereby irrevocably grants to, and appoints, Parent Purchaser and any individual who shall hereafter be designated by Parentdesignee of Purchaser, and each of themthem individually, such Stockholder's ’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's Subject Shares, vote all of the Covered Shares or grant a consent or approval in respect of such Stockholder's Subject the Covered Shares, at every annual, special or other meeting of the stockholders of the Company, and at any adjournment or adjournments thereof, or pursuant to any consent in lieu of a meeting or otherwise, with respect to the matters and in the manner specified in Section 2(a) hereof; provided that the foregoing proxy shall terminate immediately upon termination of this Agreement in accordance with its terms2. Each Stockholder understands represents that any proxies heretofore given in respect of the Covered Shares are not irrevocable and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholders' execution and delivery of this Agreementany such proxies are hereby revoked. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 2(b3(b) is given in connection with the execution of the Merger Agreement, Agreement and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement. Subject to this Section 2(b), this grant of Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done in accordance herewithby virtue hereof. Such Without limiting the generality of the foregoing, such irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 78.355(5) 212 of the Nevada Revised StatutesDelaware General Corporation Law. If for any reason the proxy granted herein is not irrevocable, the Stockholders agree to vote their Covered Shares as instructed by Purchaser in writing.

Grant of Irrevocable Proxy. Such In the event and to the extent that the Stockholder hereby irrevocably grants to, and appoints, Parent and fails to vote the Subject Shares in accordance with Section 2.1 at any individual who shall hereafter be designated by Parent, and each applicable meeting of them, such Stockholder's proxy and attorney-in-fact (with full power the stockholders of substitution), for and in the name, place and stead Company or pursuant to any applicable meeting of such Stockholder, the stockholders of the Company or pursuant to vote, or cause to be voted, such Stockholder's Subject Shares, or grant a any applicable written consent or approval in respect of such Stockholder's Subject Shares, at every annual, special or other meeting of the stockholders of the Company, the Stockholder hereby appoints the Company and at any adjournment or adjournments thereofdesignee of the Company, or pursuant and each of them individually, as the Stockholder’s proxy, with full power of substitution and re-substitution, to any consent in lieu of a meeting or otherwisevote, including by executing written consents, during the Voting Period with respect to any and all of the Subject Shares solely on the matters and in the manner specified in Section 2(a) hereof2.1; provided that provided, that, for the foregoing proxy shall terminate immediately upon termination avoidance of this Agreement doubt, if a Company Board Adverse Recommendation Change in accordance with its terms. Each Stockholder understands and acknowledges that Parent is entering into Section 5.3(c) of the Merger Agreement in reliance upon has occurred the Stockholders' execution and delivery Stockholder shall only be deemed to have granted a proxy to the extent of this Agreementthe Recommendation Change Requirement. Each The Stockholder hereby shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such proxy. The Stockholder affirms that the irrevocable proxy set forth in this Section 2(b) given by it hereby with respect to the Merger Agreement and the Contemplated Transactions is given in connection with to the execution of Company by the Merger Agreement, and that such irrevocable proxy is given Stockholder to secure the performance of the duties obligations of such the Stockholder under Section 2.1 of this Support Agreement. Subject to this Section 2(b), this grant of It is agreed that the Company (and its designees) will use the irrevocable proxy that is coupled with an interest and may under no circumstances be revoked. Each granted by the Stockholder hereby ratifies only in accordance with applicable Laws and confirms all that that, to the extent the Company (and its designees) uses such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy may lawfully do or cause with respect to be done in accordance herewith. Such irrevocable proxy is executed the matters specified in, and intended to be irrevocable in accordance with the provisions of of, Section 78.355(5) of the Nevada Revised Statutes2.1.