Common use of Grant of Proxy Voting Agreement Clause in Contracts

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, for the adoption of the Merger Agreement. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwise. (c) The irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders holders of the CompanyShares, in lieu of a meeting or otherwise, whether before or after the Acceptance Time (as defined in the Merger Agreement), for the adoption of the Merger AgreementAgreement and against any Acquisition Proposal. Stockholder may vote the Securities in its sole discretion on all other matters not referred to in this Section 1.4(a), and Parent may not exercise this proxy with respect to such other matters. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consentconsent in accordance with this Section 1.4(a). The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement and otherwise as described in Section 1.4(a) at any annual or special meeting or action of the stockholders holders of the Company Shares in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event. (d) The irrevocable proxy granted pursuant to this Section 1.4 will terminate on the Termination Date.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Time (as defined in the Merger Agreement), for the adoption of the Merger Agreement. Parent acknowledges that the proxy granted hereby shall not be effective for any other purpose other than that specified in the previous sentence. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to the Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for the Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) 1.4 at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled Shares as to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Acceptance Date (as defined in lieu of a meeting or otherwisethe Merger Agreement), solely for the adoption of the Merger AgreementAgreement and the approval of the Merger. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to the Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant Shares subject to the authority irrevocable proxy hereby granted under to Parent at any annual or special meeting of the irrevocable proxy, stockholders of the Parent may vote Company for the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderpurpose set forth herein. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities Shares pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote Shares during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) and thereby approve the Merger at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwiseCompany. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Each Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) Shares and hereby irrevocably appoints grants Parent until the Parent as Termination Date a limited irrevocable proxy for Stockholder to vote the Securities entitled Permissible Number of Shares as to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, which such Stockholder has voting power for such Stockholder and in such Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Share Acceptance Time (as defined in lieu of a meeting or otherwisethe Merger Agreement), solely for the adoption of the Merger AgreementAgreement and the approval of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder the Stockholders in connection with or as a result of any voting by the Parent of the Securities or any execution Permissible Number of any consent. The parties acknowledge that, pursuant Shares subject to the authority irrevocable proxy hereby granted under the irrevocable proxy, to the Parent may vote at any annual or special meeting of the Securities in furtherance stockholders of its own interests, and the Parent is not acting as a fiduciary Company for Stockholderthe purpose set forth herein. (b) Notwithstanding During the foregoing grant to the Parent term of the irrevocable proxythis Agreement, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, each Stockholder agrees to vote the Securities entitled Shares as to vote during the term of this Agreement which such Stockholder has voting power and has not given a proxy pursuant to paragraph (a) above in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) and thereby approve the Merger at any annual or special meeting or action of the stockholders of the Company Company. In addition, notwithstanding the foregoing grant to the Parent of the irrevocable proxy on the Optioned Shares, if the Parent elects not to exercise its rights to vote the Permissible Number of Shares pursuant to the irrevocable proxy, Stockholders also agree to vote the Permissible Number of Shares in lieu favor of or give their consent to, as applicable, a proposal to adopt the Merger Agreement and thereby approve the Merger at any annual or special meeting or otherwiseof the stockholders of the Company. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder the Stockholders or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events law (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or by the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities Shares should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities Shares shall be delivered by or on behalf of Stockholder Stockholders in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder Shareholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder Shareholder and in StockholderShareholder’s name, place and stead, at any annual annual, special or special meetingother meeting or action of the shareholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Time, for the adoption of the Merger AgreementAgreement and the approval of Merger. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder Shareholder in connection with or as a result of any voting by the Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or any other meeting or action or the execution of any consent. The parties acknowledge that, pursuant to consent of the authority hereby granted under shareholders of the irrevocable proxy, Company for the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderpurpose set forth herein. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder Shareholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement as described in Section 1.4(a) and thereby approve the Merger at any annual annual, special or special other meeting or action of the stockholders shareholders of the Company Company, in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder Shareholder or by operation of law, whether by the death or incapacity of Stockholder Shareholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder Shareholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder Shareholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder Shareholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder The Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder Shareholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder Shareholder and in StockholderShareholder’s name, place and stead, at any annual annual, special or special meetingother meeting or action of the shareholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the closing of the Offer (as defined in the Merger Agreement), for the adoption and approval of the Merger AgreementAgreement and the Merger. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholdersshareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder the Shareholder in connection with or as a result of any voting by the Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or any other meeting or action or the execution of any consentconsent of the shareholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderthe Shareholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder Shareholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement and the Merger as described in Section 1.4(a) at any annual annual, special or special other meeting or action of the stockholders shareholders of the Company Company, in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder the Shareholder or by operation of law, whether by the death or incapacity of Stockholder the Shareholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder Shareholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder Shareholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder Shareholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints grants Parent until the Parent Termination Date (as defined in Section 6.1) a limited irrevocable proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meetingmeeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, whether before or after the closing of the Offer (as defined in the Merger Agreement), for the adoption and approval of the Merger AgreementAgreement and the Merger. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to the Stockholder in connection with or as a result of any voting by the Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual or any special meeting or action or the execution of any consentconsent of the stockholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for the Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement and the Merger as described in Section 1.4(a) 1.4 at any annual or special meeting or action of the stockholders of the Company Company, in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to voteCompany Common Stock owned by Stockholder, subject to including the limitations shares of Company Common Stock beneficially owned as of the date hereof and set forth in Section 2.05 of the Investor Rights Agreementon Schedule I hereto, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Time, solely for the adoption of the Merger Agreement. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder in connection with or as a result of any voting by the Parent of the Securities Company Common Stock owned by Stockholder or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for StockholderStockholder prior to the Termination Date. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities Company Common Stock owned by Stockholder pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote Company Common Stock owned by Stockholder during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) Shares and hereby irrevocably appoints grants Parent until the Parent as Termination Date a limited irrevocable proxy for Stockholder to vote the Securities entitled Permissible Number of Shares as to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Share Acceptance Time (as defined in lieu of a meeting or otherwisethe Merger Agreement), solely for the adoption of the Merger AgreementAgreement and the approval of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to the Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution Permissible Number of any consent. The parties acknowledge that, pursuant Shares subject to the authority irrevocable proxy hereby granted under the irrevocable proxy, to the Parent may vote at any annual or special meeting of the Securities in furtherance stockholders of its own interests, and the Parent is not acting as a fiduciary Company for Stockholderthe purpose set forth herein. (b) Notwithstanding During the foregoing grant to the Parent term of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxythis Agreement, Stockholder agrees to vote the Securities entitled Shares as to vote during the term of this Agreement which it has not given a proxy pursuant to paragraph (a) above in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) and thereby approve the Merger at any annual or special meeting or action of the stockholders of the Company Company. In addition, notwithstanding the foregoing grant to the Parent of the irrevocable proxy on the Optioned Shares, if the Parent elects not to exercise its rights to vote the Permissible Number of Shares pursuant to the irrevocable proxy, Stockholder also agrees to vote the Permissible Number of Shares in lieu favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement and thereby approve the Merger at any annual or special meeting or otherwiseof the stockholders of the Company. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events law (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or by the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities Shares should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities Shares shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement except pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Letter Agreement”), dated as of September February 14, 20092019, by and among the Company, between the Stockholder and the other holders Board of Company B Stock) and Directors of the Company, as amended as of October 13, 2023 (the “Existing Stockholder Agreement”). The Stockholder hereby irrevocably appoints the Parent as proxy for the Stockholder to vote the Securities entitled to vote, subject to for the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in the Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant thereof, subject to any consent of the stockholders of the Company, in lieu of a meeting or otherwiseExisting Stockholder Agreement (as amended), for the adoption of the Merger AgreementAgreement and approval of the Merger (but only at such a meeting called for the purpose of voting with respect to the adoption of the Merger Agreement and approval of the Merger and only with respect to a proposal relating thereto). The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents Representatives and affiliates Affiliates shall owe any duty toduty, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, to the Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consentconsent as provided for in this Agreement. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxyproxy (which proxy is coupled with an interest in the Securities), the Parent may vote the Securities in furtherance of its own interests, interests and the Parent is not acting as a fiduciary for the Stockholder; provided, however, that the foregoing shall only be effective if Stockholder fails to be counted as present, to consent or to vote the Securities, as applicable, in accordance with this Agreement. This proxy shall expire and be deemed revoked automatically at the termination of this Agreement. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxyThe Stockholder hereby irrevocably and unconditionally covenants and agrees that, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent toVoting Period (as hereinafter defined), as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company (whether annual or special), however called, or at any adjournment or postponement thereof, or in lieu any other circumstances (including an action by written consent) upon which a vote or other approval is sought, the Stockholder shall, subject to the Existing Stockholder Agreement (as amended): (i) with respect to any vote relating to the Merger Agreement, the Merger or any other matter to be approved by the stockholders of a the Company to facilitate any of them, appear at such meeting or otherwise. (c) The irrevocable proxy granted pursuant to Section 1.4(a) shall not otherwise be terminated by any act counted as present thereat for the purpose of Stockholder establishing a quorum and vote the Securities, in person or by operation proxy, in favor of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions adoption of the Merger Agreement and the approval of the Merger and (ii) vote (or cause to be voted), in person or by proxy, the Securities against (A) any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, or sale or transfer of all or substantially all of the assets or securities of the Company or any of its Subsidiaries, (B) any amendment of the Company’s certificate of incorporation or by-laws other than as contemplated by the Merger Agreement, (C) any other proposal, action or transaction involving the Company or any of its Subsidiaries, which amendment or other proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Merger or the Merger Agreement, (D) any extraordinary dividend, distribution or recapitalization by the Company or change in capital structure of the Company (other than pursuant to the Merger Agreement) and (E) any Competing Proposal (the matters described in the foregoing clauses (A) through (E) being referred to as “Competing Actions”); and (iii) not take any action by written consent to approve any Competing Action. For purposes of this Agreement, “Voting Period” means the period commencing on the date hereof and actions taken by ending on the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless termination of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other eventthis Agreement.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated by any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than Shares and hereby grants Parent until the voting agreement Termination Date, unless Stockholder has withdrawn any Tender Shares pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”)1.5, dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as a limited irrevocable proxy for Stockholder to vote the Securities entitled Shares as to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, which Stockholder has voting power for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent meeting of the stockholders of the Company, as applicable, or at any adjournment thereof, whether before or after the Share Acceptance Time (as defined in lieu of a meeting or otherwisethe Merger Agreement), solely for the adoption of the Merger AgreementAgreement and the approval of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to the Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant Shares subject to the authority irrevocable proxy hereby granted under the irrevocable proxy, to the Parent may vote at any annual or special meeting of the Securities in furtherance stockholders of its own interests, and the Parent is not acting as a fiduciary Company for Stockholderthe purpose set forth herein. (b) Notwithstanding During the foregoing grant to the Parent term of the irrevocable proxythis Agreement, if the Parent elects not to exercise its rights to vote the Securities and unless Stockholder has withdrawn any Tender Shares pursuant to the irrevocable proxySection 1.5, Stockholder agrees to vote the Securities entitled Shares as to vote during the term of this Agreement which it has not given a proxy pursuant to paragraph (a) above in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) and thereby approve the Merger at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwiseCompany. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events law (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or by the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Datedate, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities Shares should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities Shares shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder The Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant and, subject to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”)1.8, dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder Shareholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder Shareholder and in Stockholder’s Shareholder's name, place and stead, at any annual annual, special or special meetingother meeting or action of the shareholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the closing of the Offer (as defined in the Merger Agreement), in the following manner: (i) for the adoption and approval of the Merger AgreementAgreement and the Merger and (ii) in any manner as Parent, in its sole discretion, may see fit with respect to any extraordinary corporate transaction (other than the Merger), such as a merger, consolidation, business combination, tender or exchange offer, reorganization, recapitalization, liquidation, sale or transfer of a material amount of the assets or securities of the Company or any of its subsidiaries (other than pursuant to the Merger) or any other change of control involving the Company or any of its subsidiaries, including, but not limited to, any Company Takeover Proposal. The parties acknowledge and agree that neither the Parent, nor the Parent’s 's successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholdersshareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s 's fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder the Shareholder in connection with or as a result of any voting (or refrain from voting) by the Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or any other meeting or action or the execution of any consentconsent of the shareholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderthe Shareholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder Shareholder agrees to vote the Securities entitled to vote during the term of this Agreement (i) in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement and the Merger as described in clause (i) of Section 1.4(a), or (ii) in the manner directed by Parent if the issue on which Shareholder is requested to vote is a matter described in clause (ii) of Section 1.4(a), in each case at any annual annual, special or special other meeting or action of the stockholders shareholders of the Company Company, in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder the Shareholder or by operation of law, whether by the death or incapacity of Stockholder the Shareholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder Shareholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder Shareholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder Shareholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than and, during the voting agreement pursuant period prior to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”)Termination Date, dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the officers of Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual annual, special or special meetingother meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Time, (i) for the adoption of the Merger AgreementAgreement and the approval of Merger, and (ii) against any proposal regarding any other Takeover Proposal. Parent hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) ), and compensation of any kind or nature whatsoever, whatsoever to Stockholder in connection with or as a result of any voting by the officers of Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or any other meeting or action or the execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwisefor the purpose set forth herein. (cb) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and prior to the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicableEach Stockholder hereby revokes, Stockholder or has revoked or terminated any previously revoked, all prior proxies, voting agreements or similar arrangements previously powers-of-attorney given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 any of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”)his respective Shares, dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject (to the limitations set forth in Section 2.05 of fullest extent permitted by law) constitutes and appoints T. Finkelstein, or any designee ox Xxx Xxxxxxxxein, (the Investor Rights Agreement"Attorney-ix-Xxxx") xx xxx true and lawful proxy and attorney-in-fact, for Stockholder and in Stockholder’s the name, place and steadstead of such Stockholder, to vote his respective Shares at any time during the period from the date of this Agreement to the Termination Date set forth in Article 5 below, (such period being referred to herein as the "Term"), at any annual annual, special or special meeting, or at any adjournment thereof or pursuant to any consent other meeting of the stockholders of the Company, and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise, in the following manner: (i) in favor of approval of the Purchase Agreement, the Shareholder Agreement, the Registration Rights Agreement and the transactions contemplated thereby, any other matter necessary for the adoption consummation of the Merger Agreement. The parties acknowledge transactions contemplated thereby ("Transactions") and agree that neither considered and voted upon by the Parent, nor stockholders of the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe Company at any duty to, whether such meeting of stockholders or in law or otherwise, or incur any liability such written consent; (ii) against approval of any kind whatsoeverproposal made in opposition to or in competition with the consummation of the transactions contemplated by the Purchase Agreement or any action or agreement that would result in a breach in any respect of any covenant, including without limitationrepresentation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or of the Stockholder under this Agreement; (iii) in favor of any amendment to the Certificate of Incorporation of the Company to increase the number of shares of Common Stock authorized thereunder in accordance with the terms and conditions of the Purchase Agreement. (b) Concurrently with the execution of this Agreement, each Stockholder has delivered to Ted Finkelstein a proxy in the foxx xxxxxxxx xxxeto as Exhibit B (individually, the "Proxy", and collectively, the "Proxies"), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind his or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderher respective Shares. (bc) Notwithstanding the foregoing grant to the Parent Ted Finkelstein of the irrevocable proxyProxies, if the Parent ix Xxx Xxxxxxxxxin elects not to exercise its rights exexxxxx xxx xxxxxs to vote any of the Securities Shares pursuant to the irrevocable proxyProxies, each Stockholder agrees in his capacity as a stockholder of the Company and not in his capacity as a director, officer or employee of the Company, to vote the Securities entitled to vote his or her respective Shares during the term of this Agreement in favor of or give its consent to, Term as applicable, a proposal to adopt the Merger Agreement as described indicated in Section 1.4(a1.1(a) at any annual annual, special or special other meeting or action of the stockholders of the Company and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise. (cd) The Each Stockholder agrees that his irrevocable proxy granted pursuant and all other power and authority intended to be conferred by Section 1.4(a1.1(a) are coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of such Stockholder or by the occurrence of any other event or events except as provided herein, except as provided in paragraph (includinge) of this subsection 1.1. (e) The irrevocable Proxies contemplated hereby shall not be affected by the death, without limiting the foregoing, the termination disability or dissolution of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries Stockholder, and shall be binding upon the heirs, successors and assigns or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other eventrespective Stockholders.

Grant of Proxy Voting Agreement. (a) To From and after the extent applicableClosing Date, each Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and steadshall, at the request of Parent, (i) when any annual annual, special, adjourned or special meeting, or at any adjournment thereof or pursuant to any consent postponed meeting of the stockholders of Parent, however called, is held, appear at such meeting, or otherwise cause its Covered Subject Shares to be counted as present thereat for the Companypurpose of establishing a quorum and (ii) vote, or cause to be voted, its Covered Subject Shares (in lieu of a whatever manner shall be necessary at any such meeting or otherwiseadjournment or postponement thereof, or in any written consent circulated for execution by the adoption stockholders of Parent or in any other circumstance upon which a stockholder’s vote or approval is sought) in favor of the Merger Agreementapproval of an amendment to the Certificate of Incorporation of Parent to eliminate the ability of the stockholders of Parent to act by written consent. The parties acknowledge and agree that neither the Nothing herein shall be deemed to create any obligation of Parent, nor the Parent’s successorsand Parent shall have no obligation, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwiseto propose, or incur take any liability action to propose, to its stockholders any amendment to its Certificate of any kind whatsoeverIncorporation, including without limitation, with respect the amendment to any and all claims, losses, demands, causes its Certificate of action, costs, expenses Incorporation described in (including reasonable attorney’s feesii) and compensation of any kind or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderabove. (b) Notwithstanding From and after the foregoing grant to Closing Date, during each Applicable Period (as defined below) until the Parent of the irrevocable proxyExpiration Date (as defined below), if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxyeach Stockholder shall (i) when any annual, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of special, adjourned or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special postponed meeting or action of the stockholders of the Company in lieu of a Parent, however called, is held, appear at such meeting or otherwise. otherwise cause its Covered Subject Shares (cas defined below) The irrevocable proxy granted pursuant to Section 1.4(abe counted as present thereat for the purpose of establishing a quorum and (ii) vote, or cause to be voted, its Covered Subject Shares (in whatever manner shall not be terminated necessary at any such meeting or adjournment or postponement thereof, or in any written consent circulated for execution by the stockholders of Parent or in any other circumstance upon which a stockholder’s vote or approval is sought) in favor of each nominee to Parent’s Board of Directors (the “Board”) that is nominated for election by the Nominating and Corporate Governance Committee of the Board (or by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder successor committee thereto or by the occurrence Board). For purposes hereof, “Applicable Period” means any period during which any Stockholder (or any of its permitted successors or assigns) has the right to designate a nominee to the Board pursuant to that certain Stockholder Rights Agreement, dated as of the date hereof, among Parent and the Stockholders (the “Stockholder Rights Agreement”) or any successor or replacement agreement (or any other event or events (including, without limiting the foregoing, the termination of agreement among Parent and any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other eventStockholders then holding Subject Shares).

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than and, during the voting agreement pursuant period prior to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”)Closing Date, dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably (except as provided in Section 6.1) appoints the Parent Arrow’s Secretary and Treasurer as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and stead, at any annual annual, special or special meetingother meeting or action of the stockholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, (i) for the adoption authorization of the Merger sale of the Business pursuant to the terms of the Acquisition Agreement, and (ii) against any proposal regarding any other Acquisition Proposal. Arrow hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the ParentArrow, nor the ParentArrow’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) ), and compensation of any kind or nature whatsoever, whatsoever to Stockholder in connection with or as a result of any voting by the Parent officers of Arrow of the Securities subject to the irrevocable proxy hereby granted to Arrow at any annual, special or any other meeting or action or the execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company for the purpose set forth herein. The parties acknowledge and agree that neither Stockholder nor Stockholder’s successors, assigns and affiliates shall owe any duty to, whether in lieu law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees), and compensation of any kind or nature whatsoever to Arrow in connection with or as a result of any voting by officers of Arrow of the Securities subject to the irrevocable proxy hereby granted to Arrow at any annual, special or other meeting or otherwiseaction or the execution of any consent of the stockholders of the Company for the purpose set forth herein. (cb) The irrevocable proxy granted pursuant to established in Section 1.4(a1.5(a) shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder The Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder Shareholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder Shareholder and in Stockholder’s Shareholder's name, place and stead, at any annual annual, special or special meetingother meeting or action of the shareholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the closing of the Offer (as defined in the Merger Agreement), for the adoption and approval of the Merger AgreementAgreement and the Merger. The parties acknowledge and agree that neither the Parent, nor the Parent’s 's successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholdersshareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s 's fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder the Shareholder in connection with or as a result of any voting by the Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or any other meeting or action or the execution of any consentconsent of the shareholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderthe Shareholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder Shareholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement and the Merger as described in Section 1.4(a) at any annual annual, special or special other meeting or action of the stockholders shareholders of the Company Company, in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder the Shareholder or by operation of law, whether by the death or incapacity of Stockholder the Shareholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder Shareholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder Shareholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder Shareholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To Each Stockholder hereby irrevocably, until the extent applicabletermination of this Agreement in accordance with Section 5.1, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for such Stockholder to vote the Securities Shares entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for such Stockholder and in such Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwisethereof, for the adoption of the Merger AgreementAgreement and approval of the Merger if, and only if, such Stockholder fails to vote (including through delivery of a proxy to vote) for the adoption of the Merger Agreement and approval of the Merger not less than two Business Days prior to such meeting. The parties acknowledge and agree that neither the Parent, nor the Parent’s successorsAffiliates or Representatives, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to(including fiduciary duty), whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect whatsoever to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution Shares pursuant to the terms of any consentthis Agreement. The parties acknowledge thatthat this proxy is coupled with an interest in the Shares and, pursuant to until the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term termination of this Agreement in favor of or give its consent toAgreement, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwise. (c) The irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of any Stockholder or by operation of law. (b) Each Stockholder hereby irrevocably and unconditionally covenants that, during the term of this Agreement, at any meeting of the stockholders of the Company (whether annual or special), however called, or at any adjournment or postponement thereof upon which a vote or other approval is sought, such Stockholder shall (i) with respect to any vote relating to the Merger Agreement, the Merger or any other matter to be approved by the death stockholders of the Company to facilitate any of them, appear at such meeting or incapacity otherwise cause the Shares Beneficially Owned by it to be counted as present thereat for the purpose of Stockholder establishing a quorum and vote (or cause to be voted) such Shares, in person or by proxy, in favor of the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions adoption of the Merger Agreement and the approval of the Merger and (ii) vote (or cause to be voted), in person or by proxy, the Shares Beneficially Owned by such Stockholder against any Acquisition Proposal or any other proposal, action or transaction involving the Company or any of its Subsidiaries, which proposal, action or transaction would reasonably be expected to in any manner impede, frustrate, prevent or nullify the Merger or the Merger Agreement. (c) Until the termination of this AgreementAgreement in accordance with its terms, and actions taken by the Parent hereunder obligations of the Stockholders specified in this Section 1.4 shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of apply whether or not the Parent Company Board (or any committee thereof) has received notice of such death, incapacity, termination, dissolution, liquidation or other eventeffected an Adverse Recommendation Change.

Grant of Proxy Voting Agreement. (a) To the extent applicableapplicable to the Contemplated Transactions, Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent Company as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, vote for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the CompanyParent, in lieu of a meeting or otherwise, for (i) in favor of (A) the Arrangement and, if required in connection with the Contemplated Transactions, adoption of the Merger Acquisition Agreement, (B) the amendment or restatement of Parent’s certificate of incorporation for the purpose of authorizing a number of additional shares of Parent Common Stock sufficient to consummate the Arrangement in accordance with the terms of the Acquisition Agreement, if required in connection with the Contemplated Transactions, (C) the issuance of shares of Parent Common Stock to the Company Shareholders pursuant to the terms of the Acquisition Agreement, (D) the amendment of one or more of the Parent Stock Plans for the purpose of increasing the number of shares of Parent Common Stock available for issuance thereunder in order to consummate the Arrangement in accordance with the terms of the Acquisition Agreement, if required in connection with the Contemplated Transactions, (E) a proposal to amend the certificate of incorporation of Parent following the completion of the Arrangement to change the name of Parent and (F) any matter that could reasonably be expected to facilitate any of the foregoing, and (ii) against any Acquisition Proposal or any action that could reasonably be expected to delay, prevent or frustrate the Arrangement. The parties acknowledge and agree that neither the ParentCompany, nor the ParentCompany’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent Company of the Securities or any execution of any consentconsent by the Company on behalf of Stockholder, provided that the Company votes such Securities in accordance with this Section 1.4. The parties acknowledge that, pursuant and subject to the authority hereby granted under the irrevocable proxy, the Parent Company may vote the Securities in furtherance of its own interests, and the Parent Company is not acting as a fiduciary for Stockholder. (b) Notwithstanding the foregoing grant to the Parent Company of the irrevocable proxy, if the Parent Company elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxyproxy set forth in Section 1.4(a), Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement (i) in favor of or give its consent to, as applicable, a proposal to adopt (A) approve the Merger Agreement Arrangement and, if required in connection with the Contemplated Transactions, adoption of the Acquisition Agreement, (B) amend or restate Parent’s certificate of incorporation in order to authorize a number of additional shares of Parent Common Stock sufficient to consummate the Arrangement in accordance with the terms of the Acquisition Agreement, if required in connection with the Contemplated Transactions, (C) issue shares of Parent Common Stock to the Company Shareholders pursuant to the terms of the Acquisition Agreement, (D) amend one or more of the Parent Stock Plans for the purpose of increasing the number of shares of Parent Common Stock available for issuance thereunder in order to consummate the Arrangement in accordance with the terms of the Acquisition Agreement, if required in connection with the Contemplated Transactions, (E) amend the certificate of incorporation of Parent following the completion of the Arrangement to change the name of Parent and (F) approve any matter that could reasonably be expected to facilitate any of the foregoing, and (ii) against, or refuse to give its consent to, as applicable, a proposal to approve any Acquisition Proposal or any action that could reasonably be expected to delay, prevent or frustrate the Arrangement, as described in Section 1.4(a) at any annual or special meeting or action of the stockholders of the Company Parent in lieu of a meeting or otherwise. (c) Stockholder hereby covenants and agrees that it will not exercise any rights of dissent to the extent it may have any such rights under any applicable Legal Requirements or otherwise in connection with the approval of the Arrangement or any other corporate transactions considered at any annual or special meeting or action of the stockholders of the Parent in lieu of a meeting or otherwise. (d) The irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). Notwithstanding the foregoing, the irrevocable proxy granted pursuant to Section 1.4(a) shall terminate immediately upon the Termination Date. If between the execution date hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent Company hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent Company has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder The Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) Shares and hereby irrevocably appoints grants Xxxxxx until the Parent as Termination Date a limited irrevocable proxy for Stockholder to vote the Securities entitled Shares as to vote, subject to which the limitations set forth in Section 2.05 of Shareholder has voting power for the Investor Rights Agreement, for Stockholder Shareholder and in Stockholderthe Shareholder’s name, place and stead, at any annual or special meetingmeeting of the shareholders of Tornier, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, solely for the adoption of the Merger Agreement and the approval of the Merger, subject to Section 1.4(c) of this Agreement. Xxxxxx hereby acknowledges that the proxy granted hereby shall not be effective for any other purpose. The parties acknowledge and agree that neither the ParentXxxxxx, nor the Parent’s Xxxxxx’x successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder the Shareholder in connection with or as a result of any voting by the Parent Xxxxxx of the Securities or any execution of any consent. The parties acknowledge that, pursuant Shares subject to the authority irrevocable proxy hereby granted under to Xxxxxx at any annual or special meeting of the irrevocable proxy, shareholders of Tornier for the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderpurpose set forth herein. (b) Notwithstanding During the foregoing grant to term of this Agreement, the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder Shareholder agrees to vote the Securities entitled Shares, if any, as to vote during which the term of this Agreement Shareholder has voting power and has not given a proxy pursuant to paragraph (a) above in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) and thereby approve the Merger at any annual or special meeting or action of the stockholders shareholders of Tornier. In addition, if Xxxxxx elects not to exercise its rights to vote the Shares pursuant to the irrevocable proxy, the Shareholder also agrees to vote the Shares in favor of or give their consent to, as applicable, a proposal to adopt the Merger Agreement and thereby approve the Merger at any annual or special meeting of the Company in lieu shareholders of a meeting or otherwiseTornier. (c) The irrevocable proxy granted pursuant Notwithstanding anything to the contrary in Section 1.4(a) of this Agreement, the Shareholder acknowledges that Xxxxxx, Tornier, Holdings and Merger Sub may amend the Merger Agreement to allow for an alternative acquisition structure to accomplish the business combination of Xxxxxx and Tornier as contemplated in Section 2.14 of the Merger Agreement and that this irrevocable proxy may be voted for the approval of such amendment to the Merger Agreement and such alternative structure. (d) This irrevocable proxy shall not be terminated by any act of Stockholder the Shareholder or by operation of law, whether by the death or incapacity of Stockholder or by the occurrence of any other event or events Law (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or by the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities Shares should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities Shares shall be delivered by or on behalf of Stockholder the Shareholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent Xxxxxx hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent Xxxxxx has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, Stockholder The Shareholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder Shareholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder Shareholder and in Stockholder’s Shareholder's name, place and stead, at any annual annual, special or special meetingother meeting or action of the shareholders of the Company, as applicable, or at any adjournment thereof or pursuant to any consent of the stockholders shareholders of the Company, in lieu of a meeting or otherwise, whether before or after the closing of the Offer (as defined in the Merger Agreement), in the following manner: for the adoption and approval of the Merger AgreementAgreement and the Merger. The parties acknowledge and agree that neither the Parent, nor the Parent’s 's successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholdersshareholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s 's fees) and compensation of any kind or nature whatsoever, whatsoever to Stockholder the Shareholder in connection with or as a result of any voting (or refrain from voting) by the Parent of the Securities subject to the irrevocable proxy hereby granted to Parent at any annual, special or any other meeting or action or the execution of any consentconsent of the shareholders of the Company. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderthe Shareholder. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder Shareholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt and approve the Merger Agreement as described in Section 1.4(a) and the Merger at any annual annual, special or special other meeting or action of the stockholders shareholders of the Company Company, in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of Stockholder the Shareholder or by operation of law, whether by the death or incapacity of Stockholder the Shareholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder Shareholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder Shareholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder Shareholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicable, The Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to voteSecurities, subject to including the limitations Shares beneficially owned as of the date hereof and set forth in Section 2.05 of the Investor Rights Agreementon Schedule I hereto, for Stockholder and in Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof or pursuant to any consent of the stockholders of the Company, in lieu of a meeting or otherwise, whether before or after the Acceptance Time, (i) for the adoption of the Merger Agreement, and (ii) against any other action, agreement or transaction submitted for approval to the stockholders of the Company that would constitute an Acquisition Proposal. The parties acknowledge and agree that neither the Parent, nor the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, whatsoever to the Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderthe Stockholder prior to the Termination Date. (b) Notwithstanding the foregoing grant to the Parent of the irrevocable proxy, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxy, Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) 1.4 at any annual or special meeting or action of the stockholders of the Company in lieu of a meeting or otherwise. (c) The This irrevocable proxy granted pursuant to Section 1.4(a) shall not be terminated by any act of the Stockholder or by operation of law, whether by the death or incapacity of the Stockholder or by the occurrence of any other event or events (including, without limiting the foregoing, the termination of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event.

Grant of Proxy Voting Agreement. (a) To the extent applicableEach Stockholder hereby revokes, Stockholder or has revoked or terminated any previously revoked, all prior proxies, voting agreements or similar arrangements previously powers-of-attorney given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 any of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”)his respective Shares, dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject (to the limitations set forth in Section 2.05 fullest extent permitted by law) constitutes and appoints T. Xxxxxxxxxxx, or any designee of Txx Xxxxxxxxxxx, (the Investor Rights Agreement"Attorney-in-Fact") as his true and lawful proxy and attorney-in-fact, for Stockholder and in Stockholder’s the name, place and steadstead of such Stockholder, to vote his respective Shares at any time during the period from the date of this Agreement to the Termination Date set forth in Article 5 below, (such period being referred to herein as the "Term"), at any annual annual, special or special meeting, or at any adjournment thereof or pursuant to any consent other meeting of the stockholders of the Company, and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise, in the following manner: (i) in favor of approval of the Purchase Agreement, the Shareholder Agreement, the Registration Rights Agreement and the transactions contemplated thereby, any other matter necessary for the adoption consummation of the Merger Agreement. The parties acknowledge transactions contemplated thereby ("Transactions") and agree that neither considered and voted upon by the Parent, nor stockholders of the Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe Company at any duty to, whether such meeting of stockholders or in law or otherwise, or incur any liability such written consent; (ii) against approval of any kind whatsoeverproposal made in opposition to or in competition with the consummation of the transactions contemplated by the Purchase Agreement or any action or agreement that would result in a breach in any respect of any covenant, including without limitationrepresentation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or of the Stockholder under this Agreement; (iii) in favor of any amendment to the Certificate of Incorporation of the Company to increase the number of shares of Common Stock authorized thereunder in accordance with the terms and conditions of the Purchase Agreement. (b) Concurrently with the execution of this Agreement, each Stockholder has delivered to Txx Xxxxxxxxxxx a proxy in the form attached hereto as Exhibit B (individually, the "Proxy", and collectively, the "Proxies"), which shall be irrevocable to the fullest extent permissible by applicable law, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind his or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholderher respective Shares. (bc) Notwithstanding the foregoing grant to the Parent Txx Xxxxxxxxxxx of the irrevocable proxyProxies, if the Parent Txx Xxxxxxxxxxx elects not to exercise its rights to vote any of the Securities Shares pursuant to the irrevocable proxyProxies, each Stockholder agrees in his capacity as a stockholder of the Company and not in his capacity as a director, officer or employee of the Company, to vote the Securities entitled to vote his or her respective Shares during the term of this Agreement in favor of or give its consent to, Term as applicable, a proposal to adopt the Merger Agreement as described indicated in Section 1.4(a1.1(a) at any annual annual, special or special other meeting or action of the stockholders of the Company and at any adjournment or postponements thereof, or pursuant to any written consent in lieu of a meeting or otherwise. (cd) The Each Stockholder agrees that his irrevocable proxy granted pursuant and all other power and authority intended to be conferred by Section 1.4(a1.1(a) are coupled with an interest sufficient in law to support an irrevocable power and shall not be terminated by any act of Stockholder or by operation of law, whether by the death or incapacity of such Stockholder or by the occurrence of any other event or events except as provided herein, except as provided in paragraph (includinge) of this subsection 1.1. (e) The irrevocable Proxies contemplated hereby shall not be affected by the death, without limiting the foregoing, the termination disability or dissolution of any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries Stockholder, and shall be binding upon the heirs, successors and assigns or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other eventrespective Stockholders.

Grant of Proxy Voting Agreement. (a) To From and after the extent applicableClosing Date, each Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Securities (other than the voting agreement pursuant to Section 2.05 of that certain Amended and Restated Investor Rights Agreement (the “Investor Rights Agreement”), dated as of September 14, 2009, by and among the Company, the Stockholder and the other holders of Company B Stock) and hereby irrevocably appoints the Parent as proxy for Stockholder to vote the Securities entitled to vote, subject to the limitations set forth in Section 2.05 of the Investor Rights Agreement, for Stockholder and in Stockholder’s name, place and steadshall, at the request of Parent, (i) when any annual annual, special, adjourned or special meeting, or at any adjournment thereof or pursuant to any consent postponed meeting of the stockholders of Parent, however called, is held, appear at such meeting, or otherwise cause the CompanySubject Shares to be counted as present thereat for the purpose of establishing a quorum and (ii) vote, or cause to be voted, its Subject Shares (in lieu of a whatever manner shall be necessary at any such meeting or otherwiseadjournment or postponement thereof, or in any written consent circulated for execution by the adoption stockholders of Parent or in any other circumstance upon which a stockholder’s vote or approval is sought) (A) in favor of the Merger Agreementapproval of an amendment to the Certificate of Incorporation of Parent to eliminate the ability of the stockholders of Parent to act by written consent and (B) in favor of the approval of an amendment to the Certificate of Incorporation of Parent to increase the authorized share capital issuable thereunder by up to 3,333,333 shares of Common Stock. The parties acknowledge and agree that neither the Nothing herein shall be deemed to create any obligation of Parent, nor the Parent’s successorsand Parent shall have no obligation, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents and affiliates shall owe any duty to, whether in law or otherwiseto propose, or incur take any liability action to propose, to its stockholders any amendment to its Certificate of any kind whatsoeverIncorporation, including without limitation, with respect the amendments to any and all claims, losses, demands, causes its Certificate of action, costs, expenses Incorporation described in (including reasonable attorney’s feesii)(A) and compensation of any kind or nature whatsoever, to Stockholder in connection with or as a result of any voting by the Parent of the Securities or any execution of any consent. The parties acknowledge that, pursuant to the authority hereby granted under the irrevocable proxy, the Parent may vote the Securities in furtherance of its own interests, and the Parent is not acting as a fiduciary for Stockholder(ii)(B) above. (b) Notwithstanding From and after the foregoing grant to the Parent of the irrevocable proxyClosing Date, if the Parent elects not to exercise its rights to vote the Securities pursuant to the irrevocable proxyduring each Applicable Period (as defined below), each Stockholder agrees to vote the Securities entitled to vote during the term of this Agreement in favor of shall (i) when any annual, special, adjourned or give its consent to, as applicable, a proposal to adopt the Merger Agreement as described in Section 1.4(a) at any annual or special postponed meeting or action of the stockholders of the Company in lieu of a Parent, however called, is held, appear at such meeting or otherwise. otherwise cause the Subject Shares to be counted as present thereat for the purpose of establishing a quorum and (cii) The irrevocable proxy granted pursuant vote, or cause to Section 1.4(abe voted, its Subject Shares (in whatever manner shall be necessary at any such meeting or adjournment or postponement thereof, or in any written consent circulated for execution by the stockholders of Parent or in any other circumstance upon which a stockholder’s vote or approval is sought) shall not be terminated in favor of each nominee to Parent’s Board of Directors (the “Board”) that is nominated for election by the Nominating and Corporate Governance Committee of the Board (or by any act of Stockholder or by operation of law, whether by the death or incapacity of Stockholder successor committee thereto or by the occurrence Board). For purposes hereof, “Applicable Period” means any period during which any Stockholder (or any of its permitted successors or assigns) has the right to designate a nominee to the Board pursuant to that certain Stockholder Rights Agreement, dated as of the date hereof, among Parent and the Stockholders (the “Stockholder Rights Agreement”) or any successor or replacement agreement (or any other event or events (including, without limiting the foregoing, the termination of agreement among Parent and any trust or estate for which Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership). If between the execution hereof and the Termination Date, Stockholder should die or become incapacitated, or if any trust or estate holding the Securities should be terminated, or if any corporation or partnership holding the Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Securities shall be delivered by or on behalf of Stockholder in accordance with the terms and conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not the Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other eventStockholders then holding Subject Shares).