Common use of Irrevocable Proxy and Power of Attorney Clause in Contracts

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b).

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably Each Stockholder hereby constitutes and appoints and constitutes as the members proxy of the Employee Shareholders Committee Stockholder and hereby grants a power of attorney to the Chief Executive Officer, from time to time, of the Company (each a the “Committee MemberProxyholder”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, to represent and vote all Voting Shares held by such Stockholder at any regular or special meeting of stockholders and to act on every action or approval by written consent (to so represent, vote, or act by written consent, to “Vote”), and to receive or waive notice to which such Stockholder may be entitled, including, without limitation, regarding the size and composition of the Board pursuant to Section 1, an increase authorized shares pursuant to Section 1, and all matters as the Proxyholder deems advisable and consistent with terms of this Agreement, all without notice to the undersigned, in accordance with this Agreement; provided, that the Proxyholder shall only Vote pursuant to such proxy and power of attorney if such Stockholder (i) is not a Major Preferred Investor and fails to Vote within the Voting Notice Period, or (ii) attempts to Vote, such Voting Shares in a manner which is inconsistent with the terms of this Agreement, in which case of the foregoing (i) or (ii) the Proxyholder shall Vote such Voting Shares in accordance with this Agreement. Each of the proxy and power of attorney granted pursuant to this Section 9 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest (including without limitation in light of the fact that the Proxyholder is an officer of the Company), shall survive any sale or transfer of the Voting Shares, including by law or intestate and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to its true Voting Shares and lawful shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of its Voting Shares, deposit any of its Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, abstain from consent, grant any proxy or give instructions with respect to the voting or otherwise actof any of its Voting Shares, for and in such Covered Person’s name, place and steadeach case, with respect to all any of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term matters set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b)herein.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a JoinderFrom the date hereof until February 15, 2025, each Covered Person Stockholder hereby irrevocably constitutes and appoints as the proxy of such Stockholder and constitutes the members hereby grants a power of the Employee Shareholders Committee attorney to Sxxxx (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with shareholder of the other provisions hereofCompany and not as a director or officer), with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and steadsubstitution, with respect to the matters set forth in Section 2.2, and hereby authorizes Sxxxx to represent and vote, and execute and deliver any written consent, on behalf of such Stockholder if and only if such Stockholder (i) fails to vote all of such Stockholder’s Shares in accordance with Section 2.2 by the Covered Persondate specified by Rxxx Xxxxx, (ii) fails to provide its written consent in accordance with Section 2.2 by the date specified by Rxxx Xxxxx, or (iii) attempts to vote (whether by proxy, in person or by written consent) any of such Stockholder’s Covered Common Stock as Shares in a manner which is inconsistent with Section 2.2. Each of the relevant record date or other date used for purposes proxy and power of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy attorney granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted 3.1 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by the Covered Person Merger Agreement and the Registration Rights Agreement and, as such, each is coupled with an interest and shall be irrevocable until February 15, 2024. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Covered Common StockShares and shall not hereafter, shall be irrevocable during unless and until this Agreement terminates or expires pursuant to Section 2 hereof, purport to grant any other proxy or power of attorney with respect to any of the term Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth in the last sentence herein. The power of this Section 2.01(a), attorney granted by Stockholder herein is a durable power of attorney and shall survive the bankruptcy bankruptcy, death, or dissolution incapacity of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ AgreementStockholder.”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b).

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person Each Stockholder (other than DTV Holding) hereby irrevocably (to the fullest extent permitted by law) appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each DTV Holding and any designee of DTV Holding, and each of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereofindividually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, as its true to vote at every meeting of stockholders of the Corporation, and lawful proxy at every adjournment or postponement thereof and to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, act by written consent with respect to all of the Covered Person’s Covered Common Stock as of now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the relevant record date like or other date used for purposes of determining holders shares of Common Stock entitled issued to vote a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by Stockholder, or take any actionover which such Stockholder has voting control, as fullyon all matters presented at such meeting or taking action by written consent, to including but not limited to, the same extent and matters set forth in Section 6.2 of this Agreement, in accordance with the same effect as such Covered Person might or could do provisions of Section 6 hereof. This irrevocable proxy and power of attorney is given to secure the performance of the duties of the Stockholders under any applicable laws or regulations governing this Agreement. In furtherance of the rights agreements herein and powers concurrently with the execution of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(aAgreement, each Stockholder (other than DTV Holding) shall revoke all prior proxies deliver to DTV Holding a proxy in the form attached hereto as Exhibit A. This proxy and power of attorney granted by the Covered Person with respect to the Covered Common Stock, each Stockholder (other than DTV Holding) shall be irrevocable during to the term set forth in the last sentence of this Section 2.01(a)fullest extent permitted by law, shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at in law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended proxy and Restated Shareholders’ Agreement, dated as of the date hereof shall revoke any and all prior proxies granted by any Stockholder (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members other than DTV Holding) with respect to all Covered Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by Stockholder, or over which such Stockholder has voting control. The power of attorney granted by each Stockholder (other than DTV Holding) herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Covered Person for Stockholder. The proxy and power of attorney granted hereunder shall be effective upon the period beginning on the effective date Effective Date and shall terminate and be of this Agreement no further force and ending on the earlier of (i) effect upon the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) after the date ten year anniversary of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b)the Effective Date.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a JoinderJoinder A, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”)Stockholders’ Committee, acting jointly or each and any of them acting in his or her capacity as a member of the Stockholders’ Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the members of the Stockholders’ Committee Members pursuant to this Section 2.01(a2.1(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common StockShares, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a2.1(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the members of the Stockholders’ Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more members of the Stockholders’ Committee Members in elections of directors of the CompanyAPAM. Each Covered Person agrees that this irrevocable proxy may be exercised by the members of the Stockholders’ Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a9.1(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b9.1(b).

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a JoinderEach Shareholder hereby irrevocably grants to, and appoints, each Covered Person irrevocably appoints and constitutes of Xxxx Xxxxxxx, the members Chief Executive Officer of the Employee Shareholders Committee (Company, and Bigger Capital Fund, LP, and each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity individually, as a Committee Member in accordance with the other provisions hereof, such Shareholder’s proxy and attorney-in-fact (with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise actre-substitution), for and in such Covered Person’s the name, place and steadstead of Shareholder, if and only if such Shareholder (i) fails to vote, or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with respect the terms of this Agreement, to attend any meeting of the shareholders of the Company on behalf of such Shareholder or otherwise cause all of the Covered Personsuch Shareholder’s Covered Common Stock Shares to be counted as of the relevant record date or other date used present thereat for purposes of determining holders of Common Stock entitled establishing a quorum, to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with Shares, or grant a consent or approval in respect to of the Covered Common StockShares, shall be solely in a manner required by Section 1(a). Each Shareholder understands and acknowledges that the Purchasers are entering into the Purchase Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable during the term proxy set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution 2 is given in consideration of the Covered Person execution of the Purchase Agreement by the Purchase Agreement, and shall be deemed that such irrevocable proxy is given to be secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest sufficient at law to support an irrevocable powerproxy and may under no circumstances be revoked except upon the termination of this Agreement in accordance with its terms. The Committee Members are authorized Each Shareholder hereby ratifies and confirms all actions that such proxyholder may lawfully take or cause to execute that certain Second Amended be taken by virtue hereof. Such irrevocable proxy is executed and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”)intended to be irrevocable, and the Employee Shareholders Committeeexercise of the voting rights of such Shareholder’s Covered Shares in the manner required by Section 1(a) is intended to be enforceable, in accordance with the provisions of all applicable law, including Sections 212 and 218 of the Delaware General Corporation Law. The irrevocable proxy granted hereunder shall remain in full force and effect for until this Agreement is terminated in accordance with its terms. With respect to the proxy granted hereunder by each Shareholder, Bigger Capital Fund, LP agrees not to exercise this proxy with respect to such Shareholder’s Covered Shares if such Shareholder complies with its obligations in this Agreement. Each Shareholder shall take all further action or execute such other instruments as such committee may be reconstituted from time reasonably necessary to timeeffectuate the intent of this irrevocable proxy. Each Shareholder hereby represents that any proxies heretofore given in respect such Shareholder’s Covered Shares, is authorized if any, with respect to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as matters set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members 1(a) are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to revocable and hereby revokes any and all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b)proxies.