Common use of Grant of Irrevocable Proxy Clause in Contracts

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect of the matters described in Section 2.1(a), until the Expiration Time. This irrevocable proxy is given to secure the performance of the duties of the CMI Stockholders under this Agreement. 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder Except as set forth in Section 4(f) hereof, Purchaser hereby irrevocably appoints Seller’s Representative (to the fullest extent permitted by law) grants to, and appoints, the Company and each of its executive officers and any of them, in their capacities as such CMI Stockholderofficers of the Company (the “Grantees”), as Purchaser’s proxy and attorney-in-fact, fact (with full power of substitution and resubstitutionre-substitution), for and in the name, place and stead of Purchaser, to vote the Purchaser Shares, to instruct nominees or execute any record holders to vote the Purchaser Shares, or grant a consent or approval in respect of the Purchaser Shares in accordance with Section 3 hereof and, in the discretion of the Grantees with respect to such CMI Stockholder’s Owned Shares now owned any proposed adjournments or hereafter acquired by such CMI Stockholder, in respect postponements of any meeting of stockholders at which any of the matters described in Section 2.1(a)3 hereof is to be considered. (b) Purchaser represents that any proxies heretofore given in respect of the Purchaser Shares that may still be in effect are not irrevocable, until and such proxies are hereby revoked. (c) Purchaser hereby affirms that the Expiration Time. This irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Company Stock Purchase Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the CMI Stockholders Purchaser under this Agreement. None of Purchaser hereby further affirms that the CMI Stockholders shall directly or indirectly grant any person any irrevocable 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an and may under no circumstances be revoked. Purchaser 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 shall revoke intended to be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law of the State of Delaware. (d) The Grantees may not exercise this irrevocable proxy on any and other matter except as provided above. Purchaser may vote the Purchaser Shares on all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that other matters. (e) The Company may terminate this proxy constitutes an inducement for the Sellers with respect to enter into the Exchange Agreement. The power of attorney granted Purchaser at any time at its sole election by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. written notice provided to Purchaser. (f) The proxy and power of attorney granted hereunder set forth in this Section 4 shall terminate automatically, upon the termination of this Agreement in respect of the matters described in accordance with Section 2.1(a), at the Expiration Time7 hereof.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably (to the fullest extent permitted by law) constitutes and appoints Seller’s Representative Parent and any designee of Parent, and each of them individually, as such CMI Stockholder’s proxy true and attorney-in-factlawful attorneys and proxies, with full power of substitution and resubstitution, for and in its name, place and stead, solely to vote or execute any consent or approval and exercise all voting and related rights, including by executing written consents, during the Voting Period with respect to any and all of its Subject Shares on the matters and in the manner specified in Section 2.1, including the right to sign such CMI Stockholder’s Owned Shares now owned name (solely in its capacity as a stockholder) to any consent, certificate or hereafter acquired other document. (b) Upon a Stockholder’s execution of this Agreement, any and all prior powers of attorney and proxies given by such CMI StockholderStockholder with respect to any Shares, in respect of to the extent related to the matters described set forth in Section 2.1(a)2.1, are hereby revoked, and such Stockholder agrees not to grant any subsequent powers of attorney or proxies with respect to any Subject Shares to the extent related to such matters until after the Expiration TimeDate. (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. This Such Stockholder affirms that it is giving such irrevocable proxy is given to Parent to secure the performance of the duties obligations of the CMI Stockholders such Stockholder under this Agreement. 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. (bd) The Each Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of the proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an herein. (e) The irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder herein shall terminate automaticallyexpire 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 granted by each Stockholder herein only in accordance with applicable Laws and that, to the extent Parent (and its officers on behalf of Parent) uses such irrevocable proxy, it will only vote (or sign written consents in respect of of) the Subject Shares subject to such irrevocable proxy with respect to the matters described specified in, and in accordance with the provisions of, Section 2.1(a)2.1, at and each such Stockholder shall retain the Expiration Timeright to vote such Shares on all other matters.

Grant of Irrevocable Proxy. (a) Each CMI With respect to all of the shares of Capital Stock of CF Shadow Series owned by the Stockholder as of the date of this Irrevocable Proxy or any subsequent date (the “Shares”), Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s grants to Intermediary an irrevocable proxy and attorney-in-fact, with full power under Section 212 of substitution and resubstitution, the Delaware General Corporation Law to vote or execute the Shares in any consent or approval manner that the Intermediary may determine in its sole and absolute discretion. For the avoidance of doubt, the Intermediary, as the holder of the irrevocable proxy (rather than the Stockholder) will vote the Shares with respect to such CMI Stockholder’s Owned all shareholder meetings and other actions (including actions by written consent in lieu of a meeting) on which holders of Shares now owned or hereafter acquired by such CMI Stockholder, in respect may be entitled to vote. The Intermediary hereby agrees to vote all Shares consistently with the majority of the matters described shares on which the CF Shadow Series is based. This proxy revokes any other proxy granted by the Stockholder at any time with respect to the Shares. b) The Intermediary shall have no duty, liability or obligation whatsoever to the Stockholder arising out of the Intermediary’s exercise of this irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Intermediary’s rights under this 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 Intermediary or any of its affiliates or agents (including any directors, officers, managers, members, and employees) in Section 2.1(a), until connection with any exercise of the Expiration Time. irrevocable proxy granted hereunder. c) This irrevocable proxy is given shall expire as to secure those Shares on the performance earlier of (i) the date that such Shares are converted into Common Stock of the duties of Company or (ii) the CMI Stockholders under this Agreement. None of the CMI Stockholders date that such Shares are converted to cash or a cash equivalent, but shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization with respect continue as to any of its Owned Shares now owned or hereafter acquired by such CMI Stockholder that is inconsistent with this Agreementnot so converted. (b) The proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The undersigned stockholder (the "Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval ") with respect to all of the shares (the "Shares") of common stock, par value $0.001 per share (the "Common Stock") owned by the Stockholder in New York Film Works, Inc., a New York corporation, (the "Company") hereby grants to Xxxxx Xxxxxx (the "Holder") an irrevocable proxy under Section 609(f) of the New York Business Corporation Law to vote the Shares until the earlier of (i) the Warrant (as such CMI Stockholder’s Owned Shares now owned term is defined in the Exchange Agreement) granted to the Holder has been exercised or hereafter acquired (ii) the Warrant has expired by such CMI Stockholderits terms, in respect 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 matters described in Section 2.1(a), until Shares with respect to which the Expiration Time. This irrevocable proxy is given to secure Stockholder has voting power at the performance date hereof at any meeting of stockholders of the duties of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any of its Owned Shares now owned matter or hereafter acquired the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the voting agreement provisions contained in the Exchange Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder by each obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder's rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Timeall purposes.

Grant of Irrevocable Proxy. Each Class A Securityholder (aother than a Securityholder that is subject to ERISA or other comparable governmental regulation prohibiting the granting of a proxy with respect to the Securities (an “ERISA Holder”)) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy the Aurora Entities, and attorney-in-fact, each of them (with full power of substitution substitution), as such Class A Securityholder’s proxy and resubstitutionattorney in fact (each, in such capacity, a “Proxy Holder”) to vote and to give or execute any withhold consent or approval with respect to all shares of Common Stock and Preferred Stock (if any such CMI Stockholder’s Owned Shares now owned or hereafter acquired rights exists) held by such CMI StockholderClass A 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 Company or by written consent or otherwise, giving and granting to the Proxy Holders all powers such Class A 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 done by virtue hereof, provided, however, that the foregoing proxy shall not apply to, and cannot be used by the Aurora Entities for, any action to be taken or consent to be given by any such Class A Securityholder, in its capacity as such, under the terms of Sections 10 and 12.2 of this Agreement 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 10 and 12.2 hereof. Neither of the Proxy Holders 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 intentional misconduct or a knowing violation of applicable law. Each such Class A Securityholder represents that any proxies heretofore given by such Class A Securityholder in respect of the matters described in Section 2.1(a), until the Expiration Timeits Securities are not irrevocable; any such prior proxies are hereby revoked. This Each such Class A Securityholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Class A Securityholder’s subscription for its Securities and constitutes a material inducement to secure the performance Company and the Aurora Entities to approve such subscription, and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the duties foregoing irrevocable proxy, and agrees to recognize the Proxy Holder as the sole attorney and proxy for each such Class A Securityholder at all times prior to the termination date of such irrevocable proxy as hereinafter provided in this Section 7. Each such Class A Securityholder intends that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the CMI Stockholders under Delaware General Corporation Law to the extent that the same is or may be applicable. The proxy granted by this Agreement. None of the CMI Stockholders Section 7 shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization terminate with respect to any share of its Owned Shares now Common Stock or Preferred Stock held by any such Class A Securityholder only at such time as such share is no longer owned beneficially or hereafter acquired of record by such CMI Stockholder that is inconsistent with this AgreementClass A Securityholder or any of his, her or its Permitted Transferees. (b) The proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder The Shareholder hereby irrevocably (i) grants to Parent and any designee of Parent, alone or together, the Shareholder’s proxy, and (ii) appoints SellerParent and any designee of Parent as the Shareholder’s Representative as such CMI Stockholder’s proxy and proxy, attorney-in-fact, fact and agent (with full power of substitution and resubstitution), alone or together, in each case, for and in the name, place and stead of the Shareholder, to vote the Securities, or execute any grant a consent or approval with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect of the matters described Securities, in accordance with Section 2.1(a)2(b) above at any meeting of the Company’s shareholders or at any adjournment thereof or in any other circumstances upon which their vote, until consent or other approval is sought in favor of the Expiration Timeapproval of the issuance of shares of Company Common Stock in the Merger pursuant to the terms of the Merger Agreement. This The Shareholder agrees to execute such documents or certificates evidencing such proxy as Parent may reasonably request. The Shareholder acknowledges receipt and review of a copy of the Merger Agreement. (b) The Shareholder represents that any proxies heretofore given in respect of the Securities are not irrevocable, and that any such proxies are hereby revoked. (c) THE SHAREHOLDER HEREBY AFFIRMS THAT THE PROXY SET FORTH IN THIS SECTION 3 IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL SUCH TIME AS THIS AGREEMENT TERMINATES IN ACCORDANCE WITH ITS TERMS. The Shareholder hereby further affirms that the irrevocable proxy 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 the CMI Stockholders Shareholder under this Agreement. None of the CMI Stockholders shall directly The Shareholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or indirectly grant any person any cause to be done by virtue hereof. Such irrevocable 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), valid until the Expiration Time, shall be deemed coupled termination of this Agreement in accordance with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreementits terms. The power of attorney granted by each of the CMI Stockholders Shareholder is a durable power of attorney and shall survive the bankruptcy, dissolution, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration TimeShareholder.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholderall of the shares (the “Shares”) of the Company’s Owned Shares Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now owned or hereafter acquired in the future, by such CMI the Stockholder, in respect hereby grants to Xxxxxxx Xxxx (the “Holder”) an irrevocable proxy under Section 212 of the matters described Delaware General Corporation Law to vote the Shares in Section 2.1(a), until any manner that the Expiration Time. This irrevocable proxy is given Holder may determine in his sole and absolute discretion to secure be in the performance best interest of the duties Company, at any meeting of stockholders of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any of its Owned Shares now owned matter or hereafter acquired transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the Purchase Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder obligation whatsoever (except for those duties, liabilities and obligations imposed on the Holder by each law) to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder's rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Timeall purposes.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s its proxy and attorney-in-factfact Xxxxx Xxxxxxx and Xxxxx 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 vote or execute any consent or approval 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 vote (or execute written consents, if applicable) with respect to the Covered 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 CMI further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and (b) hereby revokes any proxy previously granted by Stockholder with respect to any Covered Company Shares (other than Routine Matters, as defined below). The power of attorney granted by Stockholder hereunder is a durable power of attorney and shall survive the bankruptcy, death or dissolution of Stockholder. Other than (i) as provided in 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 Owned Shares now owned auditors at the Company’s annual meeting or hereafter acquired by such CMI Stockholderspecial meeting of stockholders, and other routine matters at the Company’s annual meeting or any special meeting, in respect of either case, to the extent such matters described in Section 2.1(aare 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”), until the Expiration Time. This irrevocable proxy is given to secure the performance of the duties of the CMI Stockholders under this Agreement. None of the CMI Stockholders Stockholder shall not directly or indirectly grant any person Person any proxy (revocable or irrevocable), power of attorney or other authorization with respect to the voting of 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that Stockholder’s Covered Company Shares. Parent may terminate this proxy constitutes an inducement for the Sellers with respect to enter into the Exchange Agreement. The power of attorney granted Stockholder at any time at its sole election by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI written notice provided to Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholderall of the shares (the “Shares”) of the Company’s Owned Shares Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now owned or hereafter in the future (including, without limitation Common Stock acquired by such CMI the exercise of a Warrant issued to the Stockholder in connection with the Agreement, by the Stockholder, in respect the Stockholder hereby grants to Jxxxxxx Xxxx (the “Holder”) an irrevocable proxy under Section 212 of the matters described Delaware General Corporation Law to vote the Shares in Section 2.1(a)any manner that the Holder may determine in his sole and absolute discretion to be in the Holder’s own best interest, until the Expiration Time. This irrevocable proxy is given to secure the performance all of the duties Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any of its Owned Shares now owned matter or hereafter acquired the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder by each obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that 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 inconsistent with 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 terminate this AgreementIrrevocable Proxy); (ii) Upon the sale of all or any portion of the Shares on a public market, such as Nasdaq, and each CMI Stockholder acknowledges that in compliance with all applicable state and federal securities laws, this proxy constitutes an inducement for the Sellers Irrevocable Proxy shall terminate with respect to enter into the Exchange Agreement. The power of attorney granted by each all or such portion of the CMI Stockholders is 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 durable power third party in any transaction or series of attorney transactions negotiated at arm’s length, in compliance with all applicable state and shall survive the bankruptcyfederal securities laws, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder this Irrevocable Proxy shall terminate automatically, in with respect to all or such portion of the matters described in Section 2.1(a)Shares, at the Expiration Timeas applicable.

Grant of Irrevocable Proxy. a. With respect to all of the securities issued by the Company in which Prime Trust acts as custodian for Holder as of the date of this Irrevocable Proxy or any subsequent date (a) Each CMI Stockholder the “Shares”), the Holder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s grants to Custodian an irrevocable proxy and attorney-in-fact, with full power under Section 212 of substitution and resubstitution, the Delaware General Corporation Law to vote or execute the Shares in any consent or approval manner that Prime Trust may determine in its sole and absolute discretion. For the avoidance of doubt, Prime Trust, as the holder (“Custodial Holder”) of the irrevocable proxy (rather than the Holder), will vote the Shares with respect to such CMI Stockholderall shareholder meetings and other actions (including actions by written consent in lieu of a meeting) on which holders of Shares may be entitled to vote by order of law. Prime Trust, as the Custodial Holder, hereby agrees to vote (i) with respect to the Crowd SAFE, unconverted, by the decision of all voting Holders who respond to the Custodial Holder’s Owned Shares now owned or hereafter acquired by such CMI Stockholderinquiry for a vote with seven (7) business days, in whichever method Custodial Holder so chooses, and (ii) with respect to Capital Stock of a CF Shadow Series consistently with the majority of the matters described preferred shares on which the CF Shadow Series is based. This proxy revokes any other proxy granted by the Holder at any time with respect to the Shares. b. The Custodial Holder shall have no additional or implied duty, liability or obligation whatsoever to the Holder arising out of the Custodial Holder’s exercise of this irrevocable proxy. The Holder expressly acknowledges and agrees that (i) the Holder will not impede the exercise of the Custodial Holder’s rights under this irrevocable proxy and (ii) the Holder waives and relinquishes any claim, right or action the Holder might have, as a stockholder of the Company or otherwise, against the Custodial Holder or any of its affiliates or agents (including any directors, officers, managers, members, and employees) in Section 2.1(a), until connection with any exercise of the Expiration Time. irrevocable proxy granted hereunder. c. This irrevocable proxy is given shall expire as to secure those Shares on the performance earlier of (i) the date that such Shares are converted into Common Stock of the duties of Company or (ii) the CMI Stockholders under this Agreement. None of the CMI Stockholders date that such Shares are converted to cash or a cash equivalent, but shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization with respect continue as to any of its Owned Shares now owned or hereafter acquired by such CMI Stockholder that is inconsistent with this Agreementnot so converted. (b) The proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholderall of the shares (the “Shares”) of the Company’s Owned Shares Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now owned or hereafter acquired in the future, by such CMI the Stockholder, in respect the Stockholder hereby grants to Xxxxxxx Xxxx (the “Holder”) an irrevocable proxy under Section 212 of the matters described Delaware General Corporation Law to vote the Shares in Section 2.1(a)any manner that the Holder may determine in his sole and absolute discretion to be in the Holder’s own best interest, until the Expiration Time. This irrevocable proxy is given to secure the performance all of the duties Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any of its Owned Shares now owned matter or hereafter acquired the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder by each obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Timeall purposes.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The undersigned stockholder, Oxxxxx (tire “Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval ”) with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect all of the matters described shares (the “Shares”) of common stock, par value $0.000001 per share owned by the Stockholder in Section 2.1(aPineapple Express, Inc., a Wyoming Corporation, (the “Company”), until except as provided herein, hereby grants to Exxx Xxxxxxx, Esq., (the Expiration Time. This “Holder” [“Holder” includes any successor as provided herein”]) an irrevocable proxy is given pursuant to secure the performance Section 17-16-722(d) of the duties Wyoming Business Corporation Act to vote the Shares in any manner that the Holder may determine in his sole and absolute, discretion to be in the Company’s best interest, all of the CMI Stockholders under this Agreement. None Shares with respect to Which the Stockholder owns at the date hereof (30,790,000 Shares) at any meeting of stockholders of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest In the event the Holder declines to as an “irrevocable proxy Holder” for the shares or resigns as such, then Mxxxxxx Xxxxxxxxx shall be designated the successor Holder, effective immediately on the occurrence of its Owned any such event. If the successor Holder declines to act as “irrevocable proxy Holder” for the Shares now owned or hereafter acquired by such CMI Stockholder that is inconsistent resigns as such, then the Shares shall be voted in the sole discretion of the majority vote of the Board of Directors of the Company with all of the rights of a Holder of successor Holder of this Agreement.Irrevocable Proxy, (b) The proxy Because of this interest in the Shares, the Holder (and power of attorney granted hereunder by each any subsequent Holder) shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described 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 Section 2.1(a), until connection with any exercise of the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke granted hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this for all purposes. (d) This irrevocable proxy constitutes an inducement for shall not expire so long as the Sellers to enter into Shares are owned or while the Exchange AgreementShares shall exceed. The power of attorney granted by each 9.9% of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect outstanding Shares of the matters described in Section 2.1(a), at Company owned by the Expiration Timeundersigned.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholderall of the shares (the “Shares”) of the Company’s Owned Shares Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now owned or hereafter acquired in the future, by such CMI the Stockholder, in respect the Stockholder hereby grants to Xxxxxxx Xxxx (the “Holder”) an irrevocable proxy under Section 212 of the matters described Delaware General Corporation Law to vote the Shares in Section 2.1(a)any manner that the Holder may determine in his sole and absolute discretion to be in the Holder's own best interest, until the Expiration Time. This irrevocable proxy is given to secure the performance all of the duties Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any of its Owned Shares now owned matter or hereafter acquired the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder by each obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder's rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Timeall purposes.

Grant of Irrevocable Proxy. Each Class A Securityholder (aother than GEPT) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy Holdings, and attorney-in-fact, each of them (with full power of substitution substitution), as such Class A Securityholder’s proxy and resubstitutionattorney in fact (each, in such capacity, a “Proxy Holder”) to vote and to give or execute any withhold consent or approval with respect to all shares of Common Stock and Preferred Stock (if any such CMI Stockholder’s Owned Shares now owned or hereafter acquired rights exists) held by such CMI StockholderClass A 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 Company or by written consent or otherwise, giving and granting to the Proxy Holders all powers such Class A 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 done by virtue hereof, provided, however, that the foregoing proxy shall not apply to any action to be taken or consent to be given by any such Class A Securityholder, in its capacity as such, under the terms of Sections 11 and 12.2 of this Agreement and provided, further, that Holdings shall be prohibited from using any of such proxies to amend the terms and conditions set forth in Sections 11 and 12 hereof. Neither of the Proxy Holders 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 intentional misconduct or a knowing violation of applicable law. Each such Class A Securityholder represents that any proxies heretofore given by such Class A Securityholder in respect of the matters described in Section 2.1(a), until the Expiration Timeits Securities are not irrevocable; any such prior proxies are hereby revoked. This Each such Class A Securityholder hereby affirms that this irrevocable proxy is given in consideration for the mutual agreements contained in this Agreement and in connection with such Class A Securityholder’s subscription for its Securities and constitutes a material inducement to secure the performance Company and Holdings to approve such subscription, and that this irrevocable proxy is coupled with an interest and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the duties foregoing irrevocable proxy, and agrees to recognize the Proxy Holders as the sole attorneys and proxies for each such Class A Securityholder at all times prior to the termination date of such irrevocable proxy as hereinafter provided in this Section 7. Each such Class A Securityholder intends that this irrevocable proxy is executed and intended to be irrevocable in accordance with the provisions of Section 212 of the CMI Stockholders under Delaware General Corporation Law to the extent that the same is or may be applicable. The proxy granted by this Agreement. None of the CMI Stockholders Section 7 shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization terminate with respect to any share of its Owned Shares now Common Stock or Preferred Stock held by any such Class A Securityholder only at such time as such share is no longer owned beneficially or hereafter acquired of record by such CMI Stockholder that is inconsistent with this AgreementClass A Securityholder or any of his, her or its Permitted Transferees. (b) The proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The undersigned stockholder (the “Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval ”) with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect all of the matters described shares (the “Shares”) of Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) owned by the Stockholder in Section 2.1(a)Solomon Technologies, until Inc., a Delaware corporation, (the Expiration Time. This “Company”) hereby grants to Woodlaken, LLC, a Connecticut limited liability company, (the “Holder”) an irrevocable proxy is given to secure the performance under Section 212 of the duties Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in its sole and absolute discretion to be in the Holder’s own best interest, all of the CMI Stockholders under this Agreement. None Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any matter or the transactions contemplated thereby; provided, however, that the rights granted by the Stockholder to the Holder contained herein shall not permit the Holder to vote, and the Stockholder reserves the right to vote, the Shares with respect to any proposal to amend, delete or waive any rights of its Owned Shares now owned or hereafter acquired the Stockholder under Section 7, Preemptive Rights, in the Amended and Restated Certificate of Designation of Series and Determination of Rights and Preferences of Series A Preferred Stock of Solomon Technologies, Inc. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder by each obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder for all purposes. (d) This irrevocable proxy shall expire as to those Shares on the date that is inconsistent with this Agreementsuch Shares are converted into Common Stock on the Company, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers but shall continue as to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration TimeShares not so converted.

Grant of Irrevocable Proxy. (a) Each CMI Existing Stockholder hereby irrevocably appoints Seller’s Representative Oaktree Capital Management LLC, as such CMI Stockholder’s proxy co-general partner of Power and attorney-in-fact, general partner of Principal (with full power of substitution substitution), as such Existing Stockholder's proxy and resubstitutionattorney in fact (in such capacity, a "Proxy Holder") to vote and to give or execute any withhold consent or approval with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired all shares of Common Stock held by such CMI Existing Stockholder from time to time in such manner as such Proxy Holder shall determine in its sole and absolute discretion, at any meeting (whether annual or special and whether or not an adjourned meeting) of the Company or by written consent or otherwise, giving and granting to the Proxy Holder all powers such Existing Stockholder would possess if personally present and hereby ratifying and confirming all that said Proxy Holder shall lawfully do or cause to be done by virtue hereof; provided, however, that the foregoing proxy shall only apply to an action to be taken or consent to be given by any such Existing Stockholder, in respect its capacity as such, under the terms of Section 4.4 of this Agreement. The Proxy Holder shall not have any liability to any Stockholder as a result of any action taken or failure to take action pursuant to the matters described foregoing proxy except for any action or failure to take action not taken or omitted in Section 2.1(a), until the Expiration Timegood faith or which involves intentional misconduct or a knowing violation of applicable law. This Each Existing Stockholder represents that any proxies heretofore given by such Existing Stockholder are not irrevocable and any such proxies are hereby revoked. Each Existing Stockholder hereby affirms that this irrevocable proxy is given to secure in consideration for the performance of the duties of the CMI Stockholders under mutual agreements contained in this Agreement. None of the CMI Stockholders shall directly or indirectly grant any person any , and that this irrevocable 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law and may, under no circumstances, be revoked. The Company hereby acknowledges receipt of and the validity of the foregoing irrevocable proxy, and agrees to support an recognize the Proxy Holder as the sole attorney and proxy for each such Existing Stockholder at all times prior to the termination date of such irrevocable proxy and shall revoke any and all prior proxies granted by as hereinafter provided in this Section 4.5. Each such CMI Existing Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges intends that this irrevocable proxy constitutes an inducement for is executed and intended to be irrevocable in accordance with the Sellers to enter into the Exchange Agreement. The power provisions of attorney granted by each Section 212 of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI StockholderDelaware General Corporation Law. The proxy and power of attorney granted hereunder by this Section 4 shall terminate automatically, in respect upon the termination of the matters described in Section 2.1(a), at the Expiration Timethis Agreement.

Grant of Irrevocable Proxy. (a) Each CMI During the Voting Period, each Stockholder (each, in such context, a “Grantor”) hereby irrevocably (to the fullest extent permitted by law) appoints Seller’s Representative the Company and its duly appointed officers, in their capacities as officers of the Company (each, in such context, a “Grantee”), as such CMI Stockholder’s proxy and attorney-in-fact, fact (with full power of substitution and resubstitutionre-substitution), for and in the name, place and stead of such Stockholder, to vote the Voting Shares, to instruct nominees or execute any record holders to vote the Voting Shares, or grant a consent or approval or dissent or disapproval in respect of such Voting Shares (i) in accordance with Section 3 and (ii) in the discretion of the Grantee with respect to such CMI Stockholder’s Owned Shares now owned any proposed adjournments or hereafter acquired by such CMI Stockholder, in respect postponements of any meeting of stockholders of the Company at which any of the matters described in Section 2.1(a)3 are to be considered. (b) Each Stockholder represents to the other Stockholders and to the Grantee that any proxies heretofore given in respect of the Voting Shares that may still be in effect are revocable, until and such proxies are hereby revoked. (c) Each Grantor hereby affirms that the Expiration Time. This irrevocable proxy set forth in this Section 5 is given in connection with the execution of the Combination Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the CMI Stockholders each Grantor under this Agreement. None of Each Grantor hereby further affirms that the CMI Stockholders shall directly or indirectly grant any person any irrevocable 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an and may under no circumstances be revoked. Each Grantor 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 shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent intended to be irrevocable in accordance with the provisions of Section 212 of the Delaware General Corporation Law. Notwithstanding this AgreementSection 5(c), and each CMI Stockholder acknowledges that this the proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each Grantor shall be revoked upon the Termination Date without any further action of the CMI Stockholders is a durable power of attorney and shall survive Grantor or the bankruptcy, death or incapacity Grantee. (d) The Grantees may not exercise this irrevocable proxy on any such CMI Stockholderother matter except as provided above. The Company may terminate the proxy and power held by it or any of attorney granted hereunder shall terminate automatically, in its officers with respect of to a Grantor at any time at its sole election by written notice provided to the matters described in Section 2.1(a), at the Expiration TimeGrantor.

Grant of Irrevocable Proxy. (a) Each CMI Until this Agreement is terminated, each Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy Xxxxxxx X. Xxxx and attorney-in-factXxxxx X. Xxxx, and each of them, each with full power of substitution substitution, as proxy for and resubstitutionattorney in fact of such Stockholder to act with respect to and vote all Shares, if any, owned by such Stockholder for and in the name, place and stead of such Stockholder at any annual, special or other meeting of the holders of shares of the XXXX Common Stock and at any adjournment or postponement thereof or pursuant to any written consent in lieu of a meeting, to vote or execute the fullest extent that the Shares are entitled to be voted, in favor of the merger described in the Merger Agreement and the transactions contemplated thereby, including any consent or approval adjournments of any such meetings. Each Stockholders hereby represents that such Stockholder has not heretofore granted any irrevocable proxy with respect to the Shares held by such Stockholder, and hereby revokes any and all proxies which may heretofore have been granted with respect to such CMI Shares. (b) Each Stockholder understands and acknowledges that XXXX and Dirk, Inc. are entering into the Settlement Agreement and Releases in reliance upon such Stockholder’s Owned Shares now owned or hereafter acquired 's execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1 is given in connection with and as an inducement for the execution by such CMI StockholderXXXX and Xxxx, in respect Inc. of the matters described in Section 2.1(a), until the Expiration Time. This irrevocable proxy is given Settlement Agreement and Releases and to secure the performance of the duties of the CMI Stockholders such Stockholder under this Agreement. None of the CMI Stockholders shall directly or indirectly grant any person any Each Stockholder hereby further affirms that this irrevocable 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient and may not be revoked. Each 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 in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent accordance with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each provisions of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration TimeDelaware General Corporations Law.

Grant of Irrevocable Proxy. a. With respect to all of the securities issued by the Company in which Prime Trust acts as custodian for the Holder as of the date of this irrevocable proxy or any subsequent date (a) Each CMI Stockholder the “Shares”), the Holder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s grants to Prime Trust an irrevocable proxy and attorney-in-fact, with full power under Section 212 of substitution and resubstitution, the Delaware General Corporation Law to vote or execute the Shares in any consent or approval manner that Prime Trust may determine in its sole and absolute discretion. For the avoidance of doubt, Prime Trust, as the custodial holder (“Custodial Holder”) of the irrevocable proxy (rather than the Holder), will vote the Shares with respect to such CMI Stockholder’s Owned all shareholder meetings and other actions (including actions by written consent in lieu of a meeting) on which holders of Shares now owned or hereafter acquired may be entitled to vote by such CMI Stockholderorder of law. Prime Trust, in as the Custodial Holder, hereby agrees to vote with respect to the Shares, if any, consistently with the majority of the matters described Capital Stock on which such Shares are based. This proxy revokes any other proxy granted by the Holder at any time with respect to the Shares. b. The Custodial Holder shall have no additional or implied duty, liability or obligation whatsoever to the Holder arising out of the Custodial Holder’s exercise of this irrevocable proxy. The Holder expressly acknowledges and agrees that (i) the Holder will not impede the exercise of the Custodial Holder’s rights under this irrevocable proxy and (ii) the Holder waives and relinquishes any claim, right or action the Holder might have, as a stockholder of the Company or otherwise, against the Custodial Holder or any of its affiliates or agents (including any directors, officers, managers, members, and employees) in Section 2.1(a), until connection with any exercise of the Expiration Time. irrevocable proxy granted hereunder. c. This irrevocable proxy is given shall expire as to secure those Shares on the performance earlier of (i) the date that such Shares are converted into Common Stock of the duties of Company or (ii) the CMI Stockholders under this Agreement. None of the CMI Stockholders date that such Shares are converted to cash or a cash equivalent, but shall directly or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization with respect continue as to any of its Owned Shares now owned or hereafter acquired by such CMI Stockholder that is inconsistent with this Agreementnot so converted. (b) The proxy and power of attorney granted hereunder by each of the CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by such CMI Stockholder that is inconsistent with this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for the Sellers to enter into the Exchange Agreement. The power of attorney granted by each of the CMI Stockholders is a durable power of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in Section 2.1(a), at the Expiration Time.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI The Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholderall of the shares (the “Shares”) of the Company’s Owned Shares Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now owned or hereafter in the future (including, without limitation Common Stock acquired by such CMI the exercise of Warrants issued to the Stockholder in connection with the Agreement or the Pxxxxx Incentive Agreement), by the Stockholder, in respect the Stockholder hereby grants to Jxxxxxx Xxxx (the “Holder”) an irrevocable proxy under Section 212 of the matters described Delaware General Corporation Law to vote the Shares in Section 2.1(a)any manner that the Holder may determine in his s sole and absolute discretion to be in the Holder’s own best interest, until the Expiration Time. This irrevocable proxy is given to secure the performance all of the duties Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the CMI Stockholders under this Agreement. None of the CMI Stockholders shall directly Company or indirectly grant any person any proxy (revocable or irrevocable), power of attorney or other authorization action by written consent with respect to any of its Owned Shares now owned matter or hereafter acquired the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by such CMI the Stockholder that pursuant to the Agreement and is inconsistent coupled with this Agreementan interest. (b) The proxy Because of this interest in the Shares, the Holder shall have no duty, liability and power of attorney granted hereunder by each obligation whatsoever to the Stockholder arising out of the CMI Stockholders shall be irrevocable, in respect exercise by the Holder of the matters described in Section 2.1(a), until foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an Stockholder will not impede the exercise of the Holder’s rights under the irrevocable proxy and shall revoke (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 hereunder. (c) The Stockholder has the right to notice of or to any and all prior proxies granted 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 CMI notice will be deemed to have been validly given to the Stockholder that is inconsistent with for all purposes. (d) The Stockholder may, at his option, terminate this Agreement, and each CMI Stockholder acknowledges that this proxy constitutes an inducement for Irrevocable Proxy upon the Sellers to enter into the Exchange Agreement. The power occurrence of attorney granted by each any of the CMI Stockholders following: (i) Jxxxxxx Xxxx is a durable power of attorney and shall survive no longer either the bankruptcy, death Chief Executive Officer or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect the Chairman of the matters described Board of Directors of the Company (if Mx. Xxxx still holds one but not both titles the Stockholder may not terminate this Irrevocable Proxy); (ii) The Company terminates the Consulting Agreement between the Company and renewz sustainable solutions, inc., dated January 19, 2021 (the “Consulting Agreement”) without “Cause”, as defined in Section 2.1(a), at the Expiration TimeConsulting Agreement.

Grant of Irrevocable Proxy. (a) Each CMI Stockholder hereby irrevocably appoints Seller’s Representative as such CMI Stockholder’s proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or execute any consent or approval with respect to such CMI Stockholder’s Owned Shares now owned or hereafter acquired by such CMI Stockholder, in respect of the matters described in Section 2.1(a), until the Expiration Time. This irrevocable proxy is given to secure the performance of the duties of the CMI Stockholders under this Agreement. 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 CMI Stockholders shall be irrevocable, in respect of the matters described in Section 2.1(a), until the Expiration Time, shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy and Shareholder shall revoke any and all prior previous proxies granted with respect to its Owned Shares to effectuate the 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 Shareholder agrees to deliver to Parent a valid proxy, in the form attached hereto as Exhibit A (the “Proxy”), signed by each record holder of such Shareholder’s Owned Shares. In the event that any of the Shareholder’s Owned Shares are then held of record in “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 CMI Stockholder Shareholder in its capacity as record owner of all of its Owned Shares as soon as practicable after the date of this Agreement (and in any event not later that is inconsistent 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 which Owned Shares such Shareholder shall have delivered a Proxy pursuant to this sentence shall be permitted to re-register such shares in “street name”. Except as set forth in this Section 2.2, each Proxy to be delivered pursuant to this Section 2.2 shall be irrevocable to the fullest extent permissible by Law and coupled with this Agreementan interest, and each CMI Stockholder acknowledges that granted in order to secure such Shareholder’s performance under this proxy constitutes an inducement for Agreement and also in consideration of Parent and Merger Sub entering into this Agreement and the Sellers to enter into the Exchange 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 present, to consent or to vote such Shareholder’s Owned Shares in accordance with the provisions of Section 2.1 pursuant to the Proxy. The power of attorney Proxy granted by each Shareholder shall be void and of no further effect and revoked (automatically without any action on the part of any Shareholder, Parent, Merger Sub or any other Person) upon the earlier to occur of the CMI Stockholders is a durable power Expiration Time and the termination of attorney and shall survive the bankruptcy, death or incapacity any such CMI Stockholder. The proxy and power of attorney granted hereunder shall terminate automatically, in respect of the matters described in this Agreement pursuant to Section 2.1(a), at the Expiration Time4.5 hereof.