Common use of Grant of Proxy Clause in Contracts

Grant of Proxy. (a) The Stockholder hereby grants to, and appoints, Parent and each of its designees, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect of the Subject Shares (to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Stockholder hereby affirms that the proxy set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designees, and each of them individually, as the Stockholder’s 's proxy and attorney-in-factfact (with full power of substitution and resubstitution), for and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights)Shares, or execute one or more written consents in respect of the Subject Shares Shares, (to the extent they have voting rightsi) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary favor of the Company. The Stockholder hereby affirms that Merger, the proxy set forth in this Section 5 is given in connection with and granted in consideration approval of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that the approval of the terms thereof and each of the transactions contemplated by the Merger Agreement, (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Takeover Proposal, and (iii) against any amendment of the Company's certificate of incorporation or by-laws or other proposal, transaction or agreement involving the Company or any of its subsidiaries, which amendment or other proposal, transaction or agreement would in any manner impede, frustrate, prevent, delay or nullify the Offer, the Merger, the Merger Agreement or any other transactions contemplated by the Merger Agreement. Notwithstanding anything contained herein to the contrary, such irrevocable proxy will not be exercised by Parent or any of its designees unless the Stockholder breaches its obligations under Section 4 of this Agreement. No proxy is given hereby with respect to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for considerationenumerated above. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 4 is coupled with an interest and is intended to be irrevocable in accordance with the provisions of Section 212 of the General Corporation Law of the State of Delaware, as amended, prior to the termination of this Agreement. Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon termination of this Agreement.

Grant of Proxy. (a) The Each Stockholder hereby irrevocably grants a proxy to, and appoints, Parent and each any designee of its designeesParent, and each of them individually, as the Stockholder’s proxy his, her or its proxies and attorneyattorneys-in-fact, with full power of substitution and resubstitution, for and in the such Stockholder’s name, place and stead of the Stockholderstead, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (solely to the extent they have voting rights)necessary to permit Parent or such designee of Parent to vote, act by written consent or execute one and deliver a proxy to vote or more grant a written consents consent during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in respect of the Subject Shares (accordance with, and only in accordance with and to the extent they have voting rights) solely in of the manner described in Sections 3(a) and 3(b)matters addressed in, Section 2.1 hereof. THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this This proxy and any substitution or revocation with the Secretary power of the Company. The Stockholder hereby affirms that the proxy set forth in this Section 5 attorney is given in connection with with, and granted in consideration of, the execution of and as an inducement to the Merger Agreement by Parent and Merger Sub Sub, and to enter into secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the Merger Agreement and that such proxy is given (ii) executed and intended to secure be irrevocable in accordance with the obligations provisions of Section 21.369 of the Stockholder under Sections 3(a) and 3(bTexas Business Organizations Code (the “TBOC”). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration. , (b) The revokes any and all prior proxies granted by such Stockholder represents with respect to its Covered Shares and warrants agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) and (c) ratifies and confirms all that any the proxies heretofore given appointed hereunder may lawfully do or cause to be done in respect accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be necessary or desirable to effectuate the intent of this proxy in accordance with the relevant provisions of the Subject Shares are revocableTBOC or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and that power of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with Section 5.1. None of Parent, any such proxies have been Parent Related Party or are hereby revokedany Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.

Grant of Proxy. (a) The Stockholder Each Shareholder hereby irrevocably and unconditionally grants a proxy to, and appoints, Parent and each any designee of its designeesParent, and each of them individually, as the Stockholder’s proxy its proxies and attorneyattorneys-in-fact, with full power of substitution and resubstitution, for and in the such Shareholder’s name, place and stead of the Stockholderstead, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights)vote, act by written consent or execute one or more written consents and deliver a proxy, solely in respect of the Subject Shares (matters described in, and in accordance with, Section 2.1(a) hereof, and to vote or grant a written consent during the Term with respect to the extent they have voting rightsCovered Shares as provided in Section 2.1(a) solely in the manner described in Sections 3(a) and 3(b)hereof. THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this This proxy and any substitution or revocation with the Secretary power of the Company. The Stockholder hereby affirms that the proxy set forth in this Section 5 attorney is given in connection with with, and granted in consideration of, the time and resources that have been and will be expended by Parent in connection with the Merger and the other transactions contemplated by the Merger Agreement, and to secure the performance of the duties and as an inducement obligations of such Shareholder owed to Parent under this Agreement. Each Shareholder hereby (a) affirms that such irrevocable proxy is (i) coupled with an interest by reason of the time and resources that have been and will be expended by Parent in connection with the Merger Sub to enter into and the other transactions contemplated by the Merger Agreement and that such proxy is given (ii) executed and intended to secure be irrevocable in accordance with the obligations provisions of the Stockholder under Sections 3(a) Laws of the State of New York, and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration. (b) The Stockholder represents revokes any and warrants that any all prior proxies heretofore granted by the Shareholder with respect to the Covered Shares and no subsequent proxy shall be given by such Shareholder (and if given shall be ineffective). Each Shareholder shall take such further action or execute such other instruments as may be reasonably necessary in respect accordance with the relevant provisions of the Subject Shares are revocableLaws of the State of New York or any other Law to effectuate the intent of this proxy. The power of attorney granted by the Shareholder herein is a durable power of attorney and, so long as Parent has the interest secured by such power of attorney or the obligations secured by such power of attorney remain undischarged, the power of attorney shall not be revoked by the dissolution, bankruptcy, death or incapacity of such Shareholder. The proxy and that any such proxies have been or are hereby revokedpower of attorney granted hereunder shall terminate upon the termination of this Agreement in accordance with its terms.

Grant of Proxy. (a) The Stockholder In furtherance of Section 4.1 of this Agreement, subject to Section 4.2(b) hereof and the proviso set forth below, each Shareholder hereby irrevocably grants to, to and appoints, appoints Parent and each up to two of its designeesParent’s designated representatives (the “Authorized Parties”), and each of them individually, as the Stockholdersuch Shareholder’s proxy (with full power of substitution and attorney-in-fact, resubstitution) for and in the name, place and stead of the Stockholdersuch Shareholder, to attend any and all meetings of the Company’s stockholders shareholders of the Company and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect at any meeting of the Subject Shares (to shareholders of the extent they have voting rights) Company or in any action by written consent of the shareholders of the Company, during the Voting Period solely on the matters and in the manner specified in Section 4.1 hereof, in each case subject to applicable Law (the “Proxy”); provided that in the case of any meeting of the shareholders of the Company during the Voting Period at which a matter described in Sections 3(aSection 4.1 is to be considered, such Shareholder’s grant of the Proxy contemplated by this Section 4.2(a) shall be effective if, and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDonly if, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact Shareholder has not delivered to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the CompanyCompany at least three Business Days before such meeting a duly executed proxy card previously approved by Parent (such approval not to be unreasonably withheld or delayed) voting such Shareholder’s Shares in the manner specified in Section 4.1. The Stockholder hereby affirms that For the proxy avoidance of doubt, the Proxy shall be effective for all actions by written consent of the shareholders of the Company during the Voting Period with respect to the matters set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration4.1. (b) The Stockholder represents It is hereby agreed that the Authorized Parties will use any Proxy granted by any Shareholder solely in accordance with applicable Law and warrants will only vote the Shares subject to such Proxy with respect to the matters and in the manner specified in Section 4.1 hereof. Subject to the foregoing sentence, following the grant of a Proxy under Section 4.2(a), the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of such Shares and any other vote by such Shareholder of its Shares during the Voting Period. (c) Each Shareholder hereby affirms that any proxies heretofore Proxy granted under this Section 4.2 is given by such Shareholder in respect connection with, and in consideration of, the execution of the Subject Shares are revocableAgreement and Plan of Merger by Parent, and that any such Proxy will be given to secure the performance of the duties of such Shareholder under this Agreement. (d) Any Proxy granted under this Section 4.2 by such Shareholder shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies have been granted by such Shareholder. Any Proxy granted hereunder shall terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement. (e) Each Shareholder hereby acknowledges that the Company has agreed, under Section 5.1 of the Agreement and Plan of Merger, to recognize the Proxy at any meeting of the shareholders of the Company during the Voting Period. Each Shareholder hereby further agrees that it will not intentionally take any action or are hereby revokedfail to take any action with the primary purpose of causing the Company to fail to recognize such Proxy.

Grant of Proxy. Each Holder hereby appoints GGP, with full power of substitution (aGGP and its substitutes being referred to herein as the "Proxy"), as its attorney and proxy to vote, for the duration of the Term, all of its Owned Interests on matters as to which such Holder is entitled to (y) The Stockholder hereby grants vote at a meeting of the Holders of JP or partners of JP Partnership or (z) express consent or dissent to corporate or partnership action in writing without a meeting, in each case, in the Proxy's absolute, sole and binding discretion on the matters specified in Section 1(a) above. During the Term, each Holder agrees that the Proxy may, in such Holder's name and stead, (i) attend any annual or special meeting of the stockholders of JP or partners of JP Partnership and vote all of such Holder's Owned Interests at any such annual or special meeting as to the matters specified in Section 1(a) above, and (ii) execute with respect to all of such Holder's Owned Interests any written consent to, or dissent from, corporate or partnership action respecting any matter specified in Section 1(a) above. During the Term, each Holder agrees to refrain from (A) voting at any annual or special meeting of the Holders of JP or partners of JP Partnership, (B) executing any written consent in lieu of a meeting of the Holders of JP or partners of JP Partnership, (C) exercising any rights of dissent with respect to its Owned Interests, and appoints, Parent and each (D) granting any proxy or authorization to any person with respect to the voting of its designeesOwned Interests, and in each case, regarding the matters specified in Section 1(a) above, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms, or the purpose or intent, of them individually, as this Agreement. For the Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead duration of the StockholderTerm, to attend any each Holder agrees that this grant of proxy is irrevocable and all meetings of the Company’s stockholders coupled with an interest and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect of the Subject Shares (to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Stockholder hereby affirms agrees that the proxy set forth in this Section 5 is given in connection with and granted in consideration of and person designated as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are Proxy pursuant hereto may at any time name any other person as its substituted Proxy to act pursuant hereto, either as to a specific matter or from time as to time presented all matters. Each Holder hereby revokes any proxy previously granted by it with respect to its Owned Interests as to the Company’s stockholders for consideration. (bmatters specified in Section 1(a) The Stockholder represents and warrants that any proxies heretofore given in respect above. In discharging its powers under this Agreement, the Proxy may rely upon advice of the Subject Shares are revocablecounsel to GGP, and that any vote made or action taken by the Proxy in reliance upon such proxies advice of counsel shall be deemed to have been or are hereby revokedmade in good faith by the Proxy.

Grant of Proxy. (a) The Stockholder hereby irrevocably grants to, to and appoints, Parent the Company and each of its designeesdesignees (the “Authorized Parties” and each an “Authorized Party”), and each of them individually, individually as the Stockholder’s proxy and attorney-in-fact, fact (with full power of substitution) for and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents or approvals in respect of the Subject Shares Shares: (i) in favor of the Parent Stock Issuance; (ii) against any action or agreement that has or would be reasonably likely to result in any conditions to Parent’s obligations under Article VIII of the Merger Agreement not being satisfied; (iii) against any Parent Acquisition Proposal; (iv) against any amendments to the extent they have Parent Organizational Documents if such amendment would reasonably be expected to prevent or delay the consummation of the Closing; and (v) against any other action or agreement that is intended, or would reasonably be expected, to impede, interfere with, delay, or postpone the Merger or the transactions contemplated by the Merger Agreement or change in any manner the voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8rights of any class of stock of Parent. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution hereby ratifies and to file confirms that the irrevocable proxy set forth in this proxy and any substitution or revocation Section 4.2(b) is given in connection with the Secretary execution of the CompanyMerger Agreement and that such irrevocable proxy is given to secure the performance of the Stockholder’s duties in accordance with this Agreement. The Stockholder hereby further ratifies and confirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such irrevocable proxy shall be valid until termination of this Agreement. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. Upon the execution of this Agreement, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to voting of the Shares on the matters contemplated hereby and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters contemplated hereby until after the termination of this Agreement. The Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the Stockholder’s granting of the proxy contained in this Section 4(b). The Stockholder hereby affirms that the proxy set forth granted in this Section 5 4(b) is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement Agreement, and that such proxy is given to secure the obligations performance of the duties of the Stockholder under Sections 3(a) and 3(b)this Agreement. The If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid, then the Stockholder shall retain at all times the right agrees to vote the Subject Shares in accordance with Section 4(a). For Shares as to which the StockholderStockholder is the beneficial but not the record owner, the Stockholder shall take all necessary actions to cause any record owner of such Shares to irrevocably constitute and appoint the Company and its designees as such record owner’s sole discretion attorney and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented proxy an irrevocable proxy to the Company’s stockholders for considerationsame effect as that contained herein. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Each Stockholder hereby grants a proxy to, and appoints, Parent and each any designee of its designeesParent, and each of them individually, as the Stockholder’s proxy his or her proxies and attorneyattorneys-in-fact, with full power of substitution and resubstitution, for and in the such Stockholder’s name, place and stead of the Stockholderstead, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (solely to the extent they have voting rights), or execute one or more written consents such Stockholder does not comply with its obligations in respect of the Subject Shares (Section 2.1 and solely to the extent they have voting rights) solely necessary to permit Parent or such designee of Parent to vote or execute and deliver a proxy to vote during the period commencing on the date hereof and ending on the Expiration Date with respect to all of such Stockholder’s Covered Shares in the manner described accordance with, and only in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution accordance with and to file this the extent of the matters addressed in, Section 2.1 hereof. This proxy and any substitution or revocation with the Secretary power of the Company. The Stockholder hereby affirms that the proxy set forth in this Section 5 attorney is given in connection with with, and granted in consideration of, the execution of and as an inducement to the Merger Agreement by Parent and Merger Sub Sub, and to enter into secure the performance of the duties of such Stockholder under this Agreement, and shall be irrevocable until the Expiration Date. Each Stockholder hereby (a) affirms that such proxy is (i) coupled with an interest by reason of the Merger Agreement and that such proxy is given (ii) executed and intended to secure be irrevocable until the obligations Expiration Date in accordance with the provisions of the Stockholder under Sections 3(a) and 3(bDelaware General Corporation Law (“DGCL”). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration. , (b) The revokes any and all prior proxies granted by such Stockholder represents with respect to its Covered Shares with respect to the matters described in Section 2.1 and warrants agrees that, prior to the Expiration Date, no subsequent proxy will be given by such Stockholder (and if given shall be ineffective) with respect to such matters and (c) ratifies and confirms that any the proxies heretofore given appointed hereunder may lawfully do or cause to be done all acts authorized to be done by such proxies in respect this Agreement in accordance with the terms hereof. Each Stockholder shall take such further action or execute such other instruments as may be legally necessary to effectuate the intent of this proxy in accordance with the relevant provisions of the Subject Shares are revocableDGCL or any other applicable Law. The power of attorney granted by such Stockholder herein is a durable power of attorney and shall survive any dissolution, bankruptcy, death or incapacity of such Stockholder between the date hereof and that the Expiration Date. Notwithstanding the foregoing, the proxy and power of attorney granted hereunder automatically shall terminate upon the Expiration Date. None of Parent, any such proxies have been Parent Related Party or are hereby revokedany Representative of any of them, shall incur any liability or obligation to any Stockholder, directly or indirectly, in connection with, or as a result of, any exercise of the proxy granted to Parent or any designee of Parent in accordance with this Agreement.

Grant of Proxy. (a) The Stockholder In furtherance of Section 4.1 of this Agreement, subject to Section 4.2(b) hereof and the proviso set forth below, each Shareholder hereby irrevocably grants to, to and appoints, Parent appoints the Company and each up to two of its designeesthe Company’s designated representatives (the “Authorized Parties”), and each of them individually, as the Stockholdersuch Shareholder’s proxy (with full power of substitution and attorney-in-fact, resubstitution) for and in the name, place and stead of the Stockholdersuch Shareholder, to attend any and all meetings of the Company’s stockholders shareholders of Parent and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect at any meeting of the Subject Shares (to shareholders of Parent or in any action by written consent of the extent they have voting rights) shareholders of Parent, during the Voting Period solely on the matters and in the manner specified in Section 4.1 hereof, in each case subject to applicable Law (the “Proxy”); provided that in the case of any meeting of the shareholders of Parent during the Voting Period at which a matter described in Sections 3(aSection 4.1 is to be considered, such Shareholder’s grant of the Proxy contemplated by this Section 4.2(a) shall be effective if, and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDonly if, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact Shareholder has not delivered to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of Parent at least three Business Days before such meeting a duly executed proxy card previously approved by the CompanyCompany (such approval not to be unreasonably withheld or delayed) voting such Shareholder’s Shares in the manner specified in Section 4.1. The Stockholder hereby affirms that For the proxy avoidance of doubt, the Proxy shall be effective for all actions by written consent of the shareholders of Parent during the Voting Period with respect to the matters set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration4.1. (b) The Stockholder represents It is hereby agreed that the Authorized Parties will use any Proxy granted by any Shareholder solely in accordance with applicable Law and warrants will only vote the Shares subject to such Proxy with respect to the matters and in the manner specified in Section 4.1 hereof. Subject to the foregoing sentence, following the grant of a Proxy under Section 4.2(a), the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of such Shares and any other vote by such Shareholder of its Shares during the Voting Period. (c) Each Shareholder hereby affirms that any proxies heretofore Proxy granted under this Section 4.2 is given by such Shareholder in respect connection with, and in consideration of, the execution of the Subject Shares are revocableAgreement and Plan of Merger by the Company, and that any such Proxy will be given to secure the performance of the duties of such Shareholder under this Agreement. (d) Any Proxy granted under this Section 4.2 by such Shareholder shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies have been granted by such Shareholder. Any Proxy granted hereunder shall terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement. (e) Each Shareholder hereby acknowledges that Parent has agreed, under Section 5.1 of the Agreement and Plan of Merger, to recognize the Proxy at any meeting of the shareholders of Parent during the Voting Period. Each Shareholder hereby further agrees that it will not intentionally take any action or are hereby revokedfail to take any action with the primary purpose of causing Parent to fail to recognize such Proxy.

Grant of Proxy. (a) The Except as provided for in the Company Stockholders Agreement, each Stockholder hereby irrevocably grants to, to and appoints, Parent and each of its designeesdesignees (the "Authorized Parties" and each an "Authorized Party"), and each of them individually, individually as the such Stockholder’s 's proxy and attorney-in-fact, fact (with full power of substitution) for and in the name, place and stead of the such Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Other Shares (to the extent they have voting rights), or execute one or more written consents or approvals in respect of the Subject Shares Other Shares: (1) in favor of the Merger and the adoption of the Merger Agreement and the approval of its terms; (2) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or any other obligation of the Company under the Merger; (3) against any Acquisition Proposal; (4) against any amendment to the extent they have certificate of incorporation or by-laws of the Company; and (5) against any other action or agreement that is intended, or would reasonably be expected, to impede, interfere with, delay or postpone the Merger or the transactions contemplated thereby or change in any manner the voting rights) solely rights of any class of stock of the Company. In connection with any Preliminary Vote (as defined in the manner described in Sections 3(a) Company Stockholders Agreement), each Stockholder hereby irrevocably grants to and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDappoints, HOWEVERthe Authorized Parties, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes and each of them individually as such Stockholder's proxy and attorney-in-fact to substitute any other Person to act hereunder(with full power of substitution) for and in the name, place and stead of such Stockholder, to revoke any substitution vote the Founder Shares or execute one or more written consents or approvals in respect of Founder Shares in the same manner required by Sections 4.2(a)(1), (2), (3), (4) and to file this proxy and any substitution or revocation with the Secretary of the Company. The (5) above. (b) Each Stockholder hereby affirms ratifies and confirms that the irrevocable proxy set forth in this Section 5 4.2 is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of such Stockholder's duties in accordance with this Agreement. Each Stockholder hereby further ratifies and confirms that the Stockholder irrevocable proxy granted hereby is coupled with an interest and may under Sections 3(a) and 3(b)no circumstances be revoked, except as otherwise provided in this Agreement. The Stockholder Such irrevocable proxy shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence be valid until termination of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for considerationAgreement. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. Upon the failure of any Shareholder to vote his/her/its Shares in accordance with the terms of Article 1 and Section 2.2, 2.3, 2.4 or 2.5 of this Agreement, such Shareholder hereby appoints and constitutes a member of the Board who serves as a designee of such Shareholder pursuant to Section 1.1 hereof (afor example, if such Shareholder is a Minority Shareholder, then the proxy shall be one of the Minority Shareholder Directors) The Stockholder hereby grants to, and appoints, Parent and each of its designees, and each of them individually, act pursuant to a duly authorized Board resolution as the Stockholderattorney and proxy of such party (the “Attorney”) with the full power of substitution and resubstitution, to the full extent of such Shareholder’s proxy and attorney-in-factrights, for and in the name, place and stead with respect to all voting Shares of the StockholderCompany owned by such Shareholder, which proxy (the “Proxy”) shall be not be revoked by such Shareholder until this Agreement terminates pursuant to its terms or this Section 2.7 of this Agreement is amended to remove such Shareholder’s grant of proxy in accordance with Section 4.3 hereof, to attend any and vote all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect of the Subject Shares (to the extent they have voting rights) solely then held by such Shareholder in the manner described provided in Article 1 and Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED2.2, HOWEVER2.3, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 82.4 or 2.5 hereof. The Stockholder authorizes such attorney-in-fact parties agree that the Proxy is intended to substitute secure an interest in property and each Shareholder’s obligations under this Agreement. Each Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, any acts and other Person things whatsoever that the Attorney shall do or purport to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary do by virtue of the Company. The Stockholder hereby affirms Proxy; provided that the proxy set forth Attorney shall exercise the powers conferred by the Proxy within the parameters of such restrictions as may be imposed on such exercise by, and in all respects in accordance with, the provisions of this Section 5 is given Agreement. Each Shareholder hereby authorizes and empowers the Attorney to acknowledge in connection with and granted in consideration the name of and as an inducement to Parent the act and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations deed of the Stockholder under Sections 3(a) Shareholder the Proxy and 3(b). The Stockholder shall retain at all times to register and record the right Power of Attorney in any office and/or registry in any country and to vote the Subject Shares procure to be done any and every other act and thing whatsoever which may in the Stockholder’s sole discretion any way be necessary, advisable, convenient or otherwise desirable for authenticating and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented otherwise giving full effect to the Company’s stockholders for considerationProxy according to the law and usages of any country as fully and effectually as could the Shareholder. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Stockholder In furtherance of Section 4.1 of this Agreement, subject to Section 4.2(b) hereof and the proviso set forth below, each Shareholder hereby irrevocably grants to, to and appoints, appoints Parent and each up to two of its designeesParent’s designated representatives (the “Authorized Parties”), and each of them individually, as the Stockholdersuch Shareholder’s proxy (with full power of substitution and attorney-in-fact, resubstitution) for and in the name, place and stead of the Stockholdersuch Shareholder, to attend any and all meetings of the Company’s stockholders shareholders of the Company and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect at any meeting of the Subject Shares (to shareholders of the extent they have voting rights) Company or in any action by written consent of the shareholders of the Company, during the Voting Period solely on the matters and in the manner specified in Section 4.1 hereof, in each case subject to applicable Law (the “Proxy”); provided that in the case of any meeting of the shareholders of the Company during the Voting Period at which a matter described in Sections 3(aSection 4.1 is to be considered, such Shareholder’s grant of the Proxy contemplated by this Section 4.2(a) shall be effective if, and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDonly if, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact Shareholder has not delivered to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the CompanyCompany at least three Business Days prior to such meeting a duly executed proxy card previously approved by Parent (such approval shall not be unreasonably withheld or delayed) voting such Shareholder’s Shares in the manner specified in Section 4.1. The Stockholder hereby affirms that For the proxy avoidance of doubt, the Proxy shall be effective for all actions by written consent of the shareholders of the Company during the Voting Period with respect to the matters set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration4.1. (b) The Stockholder represents It is hereby agreed that the Authorized Parties will use any Proxy granted by any Shareholder solely in accordance with applicable Law and warrants will only vote the Shares subject to such Proxy with respect to the matters and in the manner specified in Section 4.1 hereof. Subject to the foregoing sentence, following the grant of a Proxy pursuant to Section 4.2(a), the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of such Shares and any other vote by such Shareholder of its Shares during the Voting Period. (c) Each Shareholder hereby affirms that any proxies heretofore Proxy granted pursuant to this Section 4.2 is given by such Shareholder in respect connection with, and in consideration of, the execution of the Subject Shares are revocablePlan of Amalgamation by Parent, and that any such Proxy will be given to secure the performance of the duties of such Shareholder under this Agreement. (d) Any Proxy granted pursuant to this Section 4.2 by such Shareholder shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies have been granted by such Shareholder. Any Proxy granted hereunder shall terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement. (e) Each Shareholder hereby acknowledges that the Company has agreed, pursuant to Section 5.1 of the Plan of Amalgamation, to recognize the Proxy at any meeting of the shareholders of the Company during the Voting Period. Each Shareholder hereby further agrees that it will not intentionally take any action or are hereby revokedfail to take any action with the primary purpose of causing the Company to fail to recognize such Proxy.

Grant of Proxy. Each Employee Shareholder hereby grants to the person presently holding the position of Chief Executive Officer of the Company and each successor to the Chief Executive Officer of the Company (the "CEO"), and each future Employee Shareholder, upon and by virtue of his or her having become a shareholder of the Company and a party to this Agreement, shall be deemed to have granted to the CEO at that time, a proxy to vote for all shares of stock of the Company, of any class or series, that he or she may at any time own or acquire. Each proxy: (a) The Stockholder hereby grants to, and appoints, Parent and each of its designees, and each of them individuallyshall be irrevocable, as it shall be coupled with an interest, because (among other reasons) the Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead being appointed is a party to a voting agreement created under Section 7.70 of the Stockholder, to attend any and all meetings Illinois Business Corporation Act of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect of the Subject Shares (to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Stockholder hereby affirms that the proxy set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration.1983; (b) The Stockholder represents shall be for all voting purposes when the subject shares provide voting rights to a shareholder, but without limiting the foregoing shall in any event not apply regarding: (i) decisions as to whether to hold or to sell the subject shares; (ii) decisions regarding the selection of a successor CEO by the Partners pursuant to the Partners' Operating Agreement; (iii) decisions by Partners regarding Partner nominees to the Board of Directors and warrants that the committees described in the Partners' Operating Agreement; (iv) actions by a Partner on any proxies heretofore given in respect committee of the Subject Shares are revocableCompany; and (v) the voting by Partners, for the admission of new Partners or approval of compensation recommendations pursuant to the Partners' Operating Agreement; and (vi) the exercise of any right to purchase shares of stock of the Company, of any class or series, pursuant to this Agreement; (c) shall be binding upon the estate, heirs, successors and assigns of the Employee Shareholder who granted it (in order to prevent the stock from being voted by someone who is not an employee); (d) shall inure to the benefit of the estate, heirs, successors and assigns of the CEO in the event of the death or legal incapacity of the CEO, but may not be exercised by them or any of them pending selection of a successor-CEO pursuant to the Partners' Operating Agreement; (e) shall cover not only all shares of the Common Stock, no par value, of the Company owned by such Employee Shareholders, but also any other shares of stock or other voting securities, of any class or series, of the Company or of any entity into or with which the Company may be merged or consolidated, that such Employee Shareholders may hereafter acquire by any means from the Company or from any other person or entity, including shares issued as stock dividends or pursuant to any recapitalization or reorganization, and that shares issued in exchange for such shares in any such proxies have been merger, consolidation, reorganization, or are hereby revokedtransfer or exchange of assets, of the Company; and (f) shall terminate with respect to any Common Stock transferred, in compliance with the provisions of Articles III or IV hereof, to any person or entity other than another Employee Shareholder.

Grant of Proxy. (a) The During the Support Period, each Stockholder hereby shall revoke or cause to be revoked any proxies that such Stockholder has heretofore granted with respect to the Subject Securities. Solely with respect to the Support Obligations, during the Support Period, such Stockholder hereby irrevocably grants to, and appoints, Parent, the Chief Executive Officer of Parent and each of its designees, and each of them individuallyany designee thereof, as the such Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the such Stockholder, to (i) attend any and all meetings meeting of the Company’s stockholders and to vote of the Subject Shares (Company on behalf of such Stockholder with respect to the extent they have voting rights)Support Obligations, (ii) cause such Stockholder’s Subject Securities to be counted as present for purposes of establishing a quorum at any such meeting, and (iii) vote all Subject Securities, or execute one grant or more written consents withhold a consent or approval in respect of the Subject Shares (Securities, or issue instructions to the extent they have voting rightsrecord holder of such Stockholder’s Subject Securities to do any of the foregoing, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company with respect to the Support Obligations, in a manner consistent with the provisions of Section 3.1. (b) solely in During the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDSupport Period, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The such Stockholder authorizes such Parent, the Chief Executive Officer of Parent and any designee thereof, as proxy and attorney-in-fact fact, to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 3.2 is given in connection with the execution of the Merger Agreement and granted in consideration of and as an inducement to Parent and Merger Sub Purchaser to enter into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the obligations performance of the duties of such Stockholder under Sections 3(a) and 3(b)this Agreement, subject to the termination of this Agreement pursuant to Section 8.12. The Each Stockholder shall retain at all times hereby further affirms that the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those proxy set forth in this Section 3.2 is coupled with an interest, is intended to be irrevocable (and as such shall survive and shall not be affected by the first sentence death, incapacity, mental illness or insanity of such Stockholder, as applicable), subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5 that are at 8.12. Xxxxxx agrees not to exercise the proxy granted herein for any time or from time to time presented to purpose other than the Company’s stockholders for considerationpurposes described in this Agreement. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Each Stockholder hereby irrevocably grants to, to and appoints, Parent and each of its designeesdesignees (the “Authorized Parties” and each an “Authorized Party”), and each of them individually, individually as the such Stockholder’s proxy and attorney-in-fact, fact (with full power of substitution) for and in the name, place and stead of the such Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents or approvals in respect of the Subject Shares Shares: (i) in favor of adoption of the Merger Agreement, and approval of the terms thereof and of the Merger, and the other transactions contemplated thereby; (ii) against any action or agreement that has or would be reasonably likely to result in any conditions to the extent they have voting rightsCompany’s obligations under Article VIII of the Merger Agreement not being satisfied; (iii) solely in against any Company Acquisition Proposal; (iv) against any amendments to the manner described in Sections 3(aCompany Organizational Documents if such amendment would reasonably be expected to prevent or delay the consummation of the Closing; and (v) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute against any other Person to act hereunderaction or agreement that is intended, or would reasonably be expected, to revoke impede, interfere with, delay, or postpone the Merger or the transactions contemplated by the Merger Agreement or change in any substitution and to file this proxy and manner the voting rights of any substitution or revocation with the Secretary class of stock of the Company. Each Stockholder hereby ratifies and confirms that the irrevocable proxy set forth in this Section 4(b) is given in connection with the execution of the Merger Agreement and that such irrevocable proxy is given to secure the performance of such Stockholder’s duties in accordance with this Agreement. Each Stockholder hereby further ratifies and confirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such irrevocable proxy shall be valid until termination of this Agreement. The power of attorney granted by each Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. Upon the execution of this Agreement, each Stockholder hereby revokes any and all prior proxies or powers of attorney given by such Stockholder with respect to voting of the Shares on the matters contemplated hereby and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters contemplated hereby until after the termination of this Agreement. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution and delivery of this Agreement and such Stockholder’s granting of the proxy contained in this Section 4(b). Each Stockholder hereby affirms that the proxy set forth granted in this Section 5 4(b) is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement Agreement, and that such proxy is given to secure the obligations performance of the duties of such Stockholder under Sections 3(a) and 3(b)this Agreement. The If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid, then each Stockholder shall retain at all times the right agrees to vote the Subject Shares in accordance with Section 4(a). For Shares as to which any Stockholder is the Stockholderbeneficial but not the record owner, such Stockholder shall take all necessary actions to cause any record owner of such Shares to irrevocably constitute and appoint Parent and its designees as such record owner’s sole discretion attorney and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented proxy an irrevocable proxy to the Company’s stockholders for considerationsame effect as that contained herein. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Stockholder In furtherance of Section 4.1 of this Agreement, subject to Sections 4.2(b) and 4.2(d) hereof and the proviso set forth below, the Shareholder hereby irrevocably grants to, to and appoints, Parent appoints the Company and each up to two of its designeesthe Company’s designated representatives (the “Authorized Parties”), and each of them individually, as the StockholderShareholder’s proxy (with full power of substitution and attorney-in-fact, resubstitution) to the full extent of the Shareholder’s voting rights with respect to its Shares for and in the name, place and stead of the StockholderShareholder, to attend any and all meetings of the Company’s stockholders Company shareholders and at every adjournment and postponement thereof, and to vote the Subject Shares (to at any meeting of the extent they have voting rights)Company shareholders and at every adjournment and postponement thereof, or execute one or more in any action by written consents in respect consent of the Subject Shares (to Company shareholders, during the extent they have voting rights) Voting Period solely on the matters and in the manner specified in Section 4.1 hereof, in each case subject to applicable law (the “Proxy”); provided that in the case of any meeting of the Company shareholders during the Voting Period at which a matter described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDSection 4.1 is to be considered, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary Shareholder’s grant of the CompanyProxy contemplated by this Section 4.2(a) shall be effective if, and only if, the Shareholder has not delivered to the secretary of the Company at least three business days prior to such meeting a duly executed proxy card previously approved by the Company (such approval shall not be unreasonably withheld or delayed) voting the Shareholder’s Shares in the manner specified in Section 4.1. The Stockholder hereby affirms that For the proxy avoidance of doubt, the Proxy shall be effective for all actions by written consent of the Company shareholders during the Voting Period with respect to the matters set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration4.1. (b) It is hereby agreed that the Authorized Parties will use the Proxy granted by the Shareholder solely in accordance with applicable law and will only vote the Shares subject to the Proxy with respect to the matters and in the manner specified in Section 4.1 hereof. Subject to the foregoing sentence, following the grant of the Proxy pursuant to Section 4.2(a), the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of the Shares and any other vote by the Shareholder of its Shares during the Voting Period. (c) The Stockholder represents and warrants Shareholder hereby affirms that any proxies heretofore the irrevocable Proxy is given in respect connection with, and in consideration of, the execution of the Subject Shares are revocableMerger Agreement by the Company, and that the Proxy will be given to secure the performance of the duties of such Shareholder under this Agreement specified in Section 4.1. (d) The grant of the Proxy pursuant to this Section 4.2 is coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any such and all prior proxies have been granted by the Shareholder with respect to the matters specified in Section 4.1. Any Proxy granted hereunder shall automatically terminate, without any further action required by any person, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, at the end of the Voting Period. (e) The Shareholder hereby agrees that it will not intentionally take any action or are hereby revokedfail to take any action with the primary purpose of causing the Company to fail to recognize the Proxy.

Grant of Proxy. In furtherance of Section 1.1(a) of this Agreement, each Stockholder (ai) The Stockholder hereby irrevocably grants to, and appoints, Parent and each of its designeespresident, vice president and secretary in their respective capacities as officers of Parent, and any individual who shall hereafter succeed to any such officer of Parent, each of them individually, as the Stockholder’s its irrevocable proxy and attorney-in-fact, for fact (with full power of substitution and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and resubstitution) to vote the Subject Shares (Shares, provide written consents, express consent or dissent or otherwise utilize voting power as indicated in Section 1.1(a) of this Agreement, provided, however, that each Stockholder’s grant of the proxy contemplated by this Section 1.3(i) shall be effective if, and only if, such Stockholder has not delivered to the extent they have Secretary of the Company at least ten business days prior to such meeting a duly executed proxy card previously approved by Parent voting rightssuch Stockholder’s Subject Shares in the manner specified in Section 1.1(a) or in the event such proxy card has been thereafter modified or revoked or otherwise fails to provide evidence of such Stockholder’s compliance with its obligations under Section 1.1(a) in form and substance reasonably acceptable to Parent, (ii) hereby affirms that the irrevocable proxy set forth in this Section 1.3, if it becomes effective pursuant to clause (i), is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Agreement and (iii) hereby (a) affirms that the irrevocable proxy is coupled with an interest and (b) affirms that such irrevocable proxy, if it becomes effective pursuant to clause (i), is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware. Each Stockholder hereby represents that all proxies, powers of attorney, instructions or execute one or more written consents other requests given by such Stockholder prior to the execution of this Agreement in respect of the Subject Shares voting of such Stockholder’s Shares, if any, are not irrevocable and such Stockholder hereby revokes (or causes to the extent they have voting rightsbe revoked) solely in the manner described in Sections 3(a) any and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDall previous proxies, HOWEVERpowers of attorney, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8instructions or other requests with respect to such Stockholder’s Shares. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereundervote, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary if any, of the Company. The Stockholder hereby affirms that proxy holder pursuant to the proxy set forth in this Section 5 is given 1.3 shall control the outcome, and be determinative, of any conflict between the vote by the proxy holder of the Subject Shares and a vote by a Stockholder of the Subject Shares. Each Stockholder shall provide evidence to Parent in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations actions of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right or relating to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration1.3 as Parent shall reasonably request. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (ai) The Each Stockholder hereby grants toas to itself only (i) represents that it has revoked or terminated any proxies, and appoints, Parent and each of its designees, and each of them individually, as the voting agreements or similar arrangements previously given or entered into with respect to such Stockholder’s Shares and (ii) until the Expiration Date, hereby irrevocably appoints Parent as proxy and attorney-in-fact, for such Stockholder to vote such Stockholder’s Shares for such Stockholder and in the such Stockholder’s name, place and stead stead, at any annual, special or other meeting or action of the Stockholder, to attend any and all meetings stockholders of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), as applicable, or execute one at any adjournment thereof or more written consents in respect pursuant to any consent of the Subject Shares (to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary stockholders of the Company. The Stockholder hereby affirms that , in lieu of a meeting or otherwise, for the proxy set forth in this Section 5 is given in connection with and granted in consideration adoption of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and approval of the Merger, to the extent such Stockholder does not cause its Shares to be voted pursuant to Section 3(a). Parent hereby acknowledges and agrees that the proxies granted hereby shall not be effective for any other purpose and each such proxy is given automatically shall terminate and be of no further force or effect upon and after the Expiration Date. The parties acknowledge and agree that neither Parent, nor Parent’s successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents or 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 secure the obligations 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 any Stockholder in connection with or as a result of any voting by Parent of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain Shares subject to the irrevocable proxies hereby granted to Parent at all times any annual, special or other meeting or action or the right to vote execution of any consent of the Subject Shares in stockholders of the Stockholder’s sole discretion and without any other limitation on those matters other than those Company for the purpose set forth herein, so long as Parent is not otherwise in the first sentence breach of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for considerationAgreement. (bii) The No irrevocable proxy granted by any Stockholder represents and warrants shall be terminated by any act of any Stockholder or by operation of law, whether by the death or incapacity of any 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 such Stockholder is acting as a fiduciary or fiduciaries or the dissolution or liquidation of any corporation or partnership); provided, that any proxies heretofore given in respect of the Subject Shares are revocable, and that any all cases all such proxies have been automatically shall terminate upon the Expiration Date. If between the execution hereof and the Expiration Date, any Stockholder should die or become incapacitated, or if any trust or estate holding any Shares should be terminated, or if any corporation or partnership holding any Shares should be dissolved or liquidated, or if any other such similar event or events shall occur before the Expiration Date, any actions taken by Parent with respect to such Shares that are hereby revokedtaken by Parent pursuant to the terms of this Agreement 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 Parent has received notice of such death, incapacity, termination, dissolution, liquidation or other event. (iii) If for any reason the proxies granted by a Stockholder herein are not irrevocable, such Stockholder agrees to vote such Stockholder’s Shares in accordance with Section 3(a) hereof.

Grant of Proxy. (a) The At all times during the Agreement Period, each Stockholder hereby grants to, to ReShape (and appoints, Parent any designee of ReShape) a proxy (and each appoints ReShape or any such designee of ReShape as its designees, and each of them individually, as the Stockholder’s proxy and attorney-in-fact) to appear, for and in the namecause to be counted, place and stead of the Stockholdervote, to attend any and all meetings of the Company’s stockholders and to vote the exercise all voting and consent rights of each Stockholder with respect to, each Stockholder’s Subject Shares (including, without limitation, the power to execute and deliver written consents) in accordance with, and solely with respect to, Section 1.01 at any meeting of shareholders of Obalon (whether annual, special or otherwise and whether or not an adjourned or postponed meeting) at which any of the transactions, actions or proposals contemplated by Section 1.01 are or will be considered and in every written consent in lieu of such meeting. The foregoing proxy is limited solely to the voting of each Stockholder’s Subject Shares or taking other actions with respect thereto solely in order to cause each Stockholder to perform the covenants set forth in Section 1.01 if and to the extent they have voting rights), or execute one or more written consents in respect of the Subject Shares (that such Stockholder otherwise fails to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8do so. The foregoing proxy shall be deemed to be a proxy coupled with an interest, is irrevocable ​ ​ (and as such shall survive and not be affected by the death, incapacity, mental illness or insanity of any Stockholder, as applicable) during the Agreement Period and shall not be terminated by operation of Law or upon the occurrence of any other event other than the termination of this Agreement pursuant to Section 4.01. Each Stockholder authorizes such attorney-in-fact ReShape to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary secretary of the CompanyReShape. The Each Stockholder hereby affirms that the proxy set forth in this Section 5 1.02 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter ReShape entering into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder Stockholders under Sections 3(a) and 3(b)Section 1.01. The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those proxy set forth in this Section 1.02 is executed and intended to be irrevocable, subject, however, to its automatic termination upon the first sentence termination of this Agreement pursuant to Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration4.01. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Stockholder hereby irrevocably grants to, to and appoints, Parent and each of its designeesdesignees (the “Authorized Parties” and each an “Authorized Party”), and each of them individually, as the Stockholder’s proxy and attorney-in-fact, fact (with full power of substitution) for and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents or approvals in respect of the Subject Shares Shares: (i) in favor of adoption of the Merger Agreement, and approval of the terms thereof and of the Merger, and the other transactions contemplated thereby; (ii) against any action or agreement that has or would reasonably be expected to result in any conditions to the extent they have voting rightsCompany’s obligations under Article VII of the Merger Agreement not being satisfied; (iii) solely against any Company Acquisition Proposal; and (iv) against any amendments to the Company Charter and/or the Company Bylaws if such amendment would reasonably be expected to prevent or materially delay the consummation of the Closing; in each case, if and only if the Stockholder (1) fails to vote, or (2) attempts to vote (whether by proxy, in person or by written consent), in a manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation which is inconsistent with the Secretary terms of the Companythis Agreement. The Stockholder hereby affirms ratifies and confirms that the irrevocable proxy set forth in this Section 5 4(b) is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such irrevocable proxy is given to secure the obligations performance of the Stockholder under Sections 3(a) and 3(b)Stockholder’s duties in accordance with this Agreement. The Stockholder hereby further ratifies and confirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such irrevocable proxy shall retain at be valid until termination of this Agreement. The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. Upon the execution of this Agreement, the Stockholder hereby revokes any and all times prior proxies or powers of attorney given by the right Stockholder with respect to vote voting of the Subject Shares on the matters contemplated hereby and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters contemplated hereby until after the termination of this Agreement. The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s sole discretion execution and without any other limitation on those matters other than those set forth in the first sentence delivery of this Agreement and the Stockholder’s granting of the proxy contained in this Section 5 that are at 4(b). For Shares as to which the Stockholder is the beneficial but not the record owner, the Stockholder shall take all necessary actions to cause any time or from time record owner of such Shares to time presented irrevocably constitute and appoint Parent and its designees as such record owner’s attorney and proxy and grant an irrevocable proxy to the Company’s stockholders for considerationsame effect as that contained herein. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The During the Support Period, each Stockholder hereby shall revoke or cause to be revoked any proxies that such Stockholder has heretofore granted with respect to the Subject Securities. Solely with respect to the matters described in Section 3.1, during the Support Period, such Stockholder hereby irrevocably grants to, and appoints, Parent, the Chief Executive Officer of Parent and each of its designees, and each of them individuallyany designee thereof, as the such Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the such Stockholder, to (i) attend any and all meetings meeting of the Company’s stockholders and to vote of the Subject Shares (Company on behalf of such Stockholder with respect to the extent they have voting rights)matters set forth in Section 3.1, (ii) cause such Stockholder’s Subject Securities to be counted as present for purposes of establishing a quorum at any such meeting, and (iii) vote all Subject Securities, or execute one grant or more written consents withhold a consent or approval in respect of the Subject Shares (Securities, or issue instructions to the extent they have voting rights) solely record holder of such Stockholder’s Subject Securities to do any of the foregoing, in connection with any meeting of the stockholders of the Company or any action by written consent in lieu of a meeting of the stockholders of the Company with respect to the matters set forth in Section 3.1, in a manner described in Sections 3(a) and 3(b)consistent with the provisions of Section 3.1. THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDDuring the Support Period, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The such Stockholder authorizes such Parent, the Chief Executive Officer of Parent and any designee thereof, as proxy and attorney-in-fact fact, to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Such Stockholder hereby affirms that the irrevocable proxy set forth in this Section 5 3.2 is given in connection with the execution of the Merger Agreement and granted in consideration of and as an inducement to Parent and Merger Sub Acquisition sub to enter into the Merger Agreement Agreement, and that such irrevocable proxy is given to secure the obligations performance of the duties of such Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times this Agreement, subject to the right termination of this Agreement pursuant to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those Section 8.13; provided that such irrevocable proxy set forth in this Section 3.2 shall only be granted if such Stockholder fails to vote in accordance with Section 3.1 herein. Each Stockholder hereby further affirms that the first sentence proxy set forth in this Section 3.2 is coupled with an interest, is intended to be irrevocable (and as such shall survive and shall not be affected by the death, incapacity, mental illness or insanity of such Stockholder, as applicable), subject, however, to its automatic termination upon the termination of this Agreement pursuant to Section 5 that are at 8.13. Parent agrees not to exercise the proxy granted herein for any time or from time to time presented to purpose other than the Company’s stockholders for considerationpurposes described in this Agreement. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Stockholder In furtherance of Section 4.1 of this Agreement, subject to Section 4.2(b) hereof and the proviso set forth below, each Shareholder hereby irrevocably grants to, to and appoints, Parent appoints the Company and each up to two of its designeesthe Company’s designated representatives (the “Authorized Parties”), and each of them individually, as the Stockholdersuch Shareholder’s proxy (with full power of substitution and attorney-in-fact, resubstitution) for and in the name, place and stead of the Stockholdersuch Shareholder, to attend any and all meetings of the Company’s stockholders shareholders of Parent and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect at any meeting of the Subject Shares (to shareholders of Parent or in any action by written consent of the extent they have voting rights) shareholders of Parent, during the Voting Period solely on the matters and in the manner specified in Section 4.1 hereof, in each case subject to applicable Law (the “Proxy”); provided that in the case of any meeting of the shareholders of Parent during the Voting Period at which a matter described in Sections 3(aSection 4.1 is to be considered, such Shareholder’s grant of the Proxy contemplated by this Section 4.2(a) shall be effective if, and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDEDonly if, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact Shareholder has not delivered to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of Parent at least three Business Days prior to such meeting a duly executed proxy card previously approved by the CompanyCompany (such approval shall not be unreasonably withheld or delayed) voting such Shareholder’s Shares in the manner specified in Section 4.1. The Stockholder hereby affirms that For the proxy avoidance of doubt, the Proxy shall be effective for all actions by written consent of the shareholders of Parent during the Voting Period with respect to the matters set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right to vote the Subject Shares in the Stockholder’s sole discretion and without any other limitation on those matters other than those set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration4.1. (b) The Stockholder represents It is hereby agreed that the Authorized Parties will use any Proxy granted by any Shareholder solely in accordance with applicable Law and warrants will only vote the Shares subject to such Proxy with respect to the matters and in the manner specified in Section 4.1 hereof. Subject to the foregoing sentence, following the grant of a Proxy pursuant to Section 4.2(a), the vote of an Authorized Party shall control in any conflict between the vote by an Authorized Party of such Shares and any other vote by such Shareholder of its Shares during the Voting Period. (c) Each Shareholder hereby affirms that any proxies heretofore Proxy granted pursuant to this Section 4.2 is given by such Shareholder in respect connection with, and in consideration of, the execution of the Subject Shares are revocablePlan of Amalgamation by the Company, and that any such Proxy will be given to secure the performance of the duties of such Shareholder under this Agreement. (d) Any Proxy granted pursuant to this Section 4.2 by such Shareholder shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies have been granted by such Shareholder. Any Proxy granted hereunder shall terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement. (e) Each Shareholder hereby acknowledges that Parent has agreed, pursuant to Section 5.1 of the Plan of Amalgamation, to recognize the Proxy at any meeting of the shareholders of Parent during the Voting Period. Each Shareholder hereby further agrees that it will not intentionally take any action or are hereby revokedfail to take any action with the primary purpose of causing Parent to fail to recognize such Proxy.

Grant of Proxy. (a) The Stockholder On and subject to the provisions of this Section 1.9(c), the Trustee hereby grants to, and appoints, Parent and each of its designees, and each of them individually, as the Stockholder’s proxy and attorney-in-fact, for and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents in respect of the Subject Shares (to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with person who is then serving as the Secretary of the CompanyBuyer Parent (“Voting Person”) an irrevocable proxy (this “Proxy”) to vote, or to execute and deliver written consents or otherwise to act with respect to the voting of the Trust Shares, as fully, to the same extent, and with the same effect as the Trustee might or could do under any applicable laws or regulations governing the rights and powers of shareholders of the Buyer Parent in connection with any and all matters for which shareholders of the Buyer Parent are entitled to vote. The Stockholder Trustee hereby affirms that this Proxy is coupled with an interest and is irrevocable; provided that this Proxy shall only apply to those Trust Shares that are owned by the proxy set forth in Trustee pursuant to this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Trust Agreement and shall cease to apply with respect to any Trust Shares that such proxy may be sold pursuant to Section 1.4 hereof or that may be distributed to the Majority Sellers pursuant to Section 1.5 hereof. It is given to secure further understood by the obligations Trustee that this Proxy may be exercised by the Voting Person, his successors as Secretary of the Stockholder Buyer Parent or his designated assigns. When exercising the rights under Sections 3(athis Proxy, the Voting Person shall vote the Trust Shares at all meetings and on all matters (including but not limited to the election of directors) and 3(b)upon which shareholders of the Buyer Parent are entitled to vote in conformance with the vote of the majority of the outstanding voting securities of the Buyer Parent (excluding the Trust Shares) that are also voting on such applicable matter. The Stockholder shall retain at all times Trustee will hereafter execute such other and further agreements, documents, proxy cards or other instruments as may be requested by the right Buyer Parent to vote better implement or carry out the Subject Shares in the Stockholder’s sole discretion purposes and without any other limitation on those matters other than those set forth in the first sentence provisions of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for considerationProxy. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The Stockholder hereby irrevocably grants to, to and appoints, Parent and each of its designeesdesignees (the “Authorized Parties” and each an “Authorized Party”), and each of them individually, as the Stockholder’s proxy and attorney-in-fact, fact (with full power of substitution) for and in the name, place and stead of the Stockholder, to attend any and all meetings of the Company’s stockholders and to vote the Subject Shares (to the extent they have voting rights), or execute one or more written consents or approvals in respect of the Subject Shares Shares: (i) in favor of adoption of the Merger Agreement, and approval of the terms thereof and of the Merger, and the other transactions contemplated thereby; (ii) against any action or agreement that has or would reasonably be expected to result in any conditions to the extent they have voting rightsCompany’s obligations under Article VII of the Merger Agreement not being satisfied; (iii) solely against any Company Acquisition Proposal; (iv) against any amendments to the Company Charter and/or the Company Bylaws if such amendment would reasonably be expected to prevent or materially delay the consummation of the Closing; in each case, if and only if the Stockholder (1) fails to vote, or (2) attempts to vote (whether by proxy, in person or by written consent), in a manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8which is inconsistent with the terms of this Agreement. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution hereby ratifies and to file confirms that the irrevocable proxy set forth in this proxy and any substitution or revocation Section 4(b) is given in connection with the Secretary execution of the CompanyMerger Agreement and that such irrevocable proxy is given to secure the performance of the Stockholder’s duties in accordance with this Agreement. The Stockholder hereby further ratifies and confirms that the irrevocable proxy granted hereby is coupled with an interest and may under no circumstances be revoked, except as otherwise provided in this Agreement. Such irrevocable proxy shall be valid until termination of this Agreement or as provided in Section 4(f). The power of attorney granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the Stockholder. Upon the execution of this Agreement, the Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to voting of the Shares on the matters contemplated hereby and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Shares on the matters contemplated hereby until after the termination of this Agreement (other than a proxy in accordance with the terms of this Agreement). The Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement and the Stockholder’s granting of the proxy contained in this Section 4(b). The Stockholder hereby affirms that the proxy set forth granted in this Section 5 4(b) is given in connection with and granted in consideration the execution of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement Agreement, and that such proxy is given to secure the obligations performance of the duties of the Stockholder under Sections 3(a) and 3(bthis Agreement. If for any reason the proxy granted herein is found by a court of competent jurisdiction to not be valid, then the Stockholder agrees to vote the Shares in accordance with Section 4(a). The parties acknowledge and agree that neither Parent, nor 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 attorney’s fees) and compensation of any kind or nature whatsoever to the Stockholder shall retain in connection with or as a result of any voting by an Authorized Party of the Shares subject to the irrevocable proxy hereby granted to the Authorized Parties at all times any annual or special meeting of the right to vote stockholders of the Subject Shares Company for the purpose and in accordance with the Stockholder’s sole discretion and without any other limitation on those matters other than those terms set forth in the first sentence of this Section 5 that are at any time or from time to time presented to the Company’s stockholders for considerationherein. (b) The Stockholder represents and warrants that any proxies heretofore given in respect of the Subject Shares are revocable, and that any such proxies have been or are hereby revoked.

Grant of Proxy. (a) The In furtherance of the agreements contained in Section 1.01 of this Agreement, the Stockholder hereby grants toirrevocably appoints the Company, each member of the Special Committee and appointsany other designees of the Company and Special Committee, Parent and each of its designeesas applicable (collectively, the “Proxyholders”), and each of them individually, as the Stockholder’s proxy sole and attorneyexclusive attorneys-in-factfact and proxies, for and in the name, place and stead of the Stockholder, with full power of substitution and resubstitution, to attend any appear and all meetings of the Company’s stockholders be counted for quorum purposes, vote, grant a consent or approval in respect of, or execute and deliver a proxy to vote the Subject Stockholder’s Shares (in accordance with Section 1.01 of this Agreement if, and only to the extent they have voting rights)that, or execute one or more written consents in respect of the Subject Shares (to the extent they have voting rights) solely in the manner described in Sections 3(a) and 3(b). THE FOREGOING PROXY SHALL BE DEEMED TO BE A PROXY COUPLED WITH AN INTEREST AND IS IRREVOCABLE; PROVIDED, HOWEVER, THAT SUCH PROXY SHALL BE AUTOMATICALLY REVOKED, WITHOUT NOTICE OR OTHER ACTION BY ANY PERSON, UPON THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 8. The Stockholder authorizes such attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. The Stockholder hereby affirms that the proxy set forth in this Section 5 is given in connection with and granted in consideration of and as an inducement to Parent and Merger Sub to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Sections 3(a) and 3(b). The Stockholder shall retain at all times the right fails to vote the Subject Shares in the Stockholder’s sole discretion and without take any other limitation on those matters other than those set forth in the first sentence of this action required by Section 5 that are at any time or from time to time presented to the Company’s stockholders for consideration1.01. (b) The Stockholder represents and warrants that hereby revokes any proxies heretofore given by it in respect of the Subject Stockholder’s Shares are revocableto the extent inconsistent with the authority of the Proxyholders granted pursuant to this Section 1.02. (c) The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 1.02 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder under this Agreement. The Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest, is intended to be irrevocable in accordance with the provisions of Section 212 of the DGCL, and may under no circumstances be revoked. The irrevocable proxy granted by the Stockholder herein is a durable power of attorney and shall survive the dissolution, bankruptcy or incapacity of the Stockholder. (d) The Proxyholders may not exercise this irrevocable proxy on any such proxies have been or are hereby revokedmatter except as provided above in this Section 1.02. The Stockholder may vote the Shares on all other matters. (e) The Company, upon the prior approval of the Special Committee, may terminate this proxy with respect to the Stockholder at any time by written notice to the Stockholder.