Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the Shareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered Person's Voting Shares 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, as follows: (i) such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote; (ii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and (iii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees fit in his discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each Covered Person that this proxy may be exercised by the holder of such proxy with respect to all Voting Shares of such Covered Person for the period beginning on the Effective Date and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voting Shares held of record by any other person but beneficially owned by such Covered Person (including Voting Shares held by the trust underlying any Goldman Sachs Compensation Plan and allocated to such Covered Person), xxaxxxxx to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 and Section 4.2(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Voting Shares of such Covered Person, and held of record by another person, for the period beginning on the Effective Date and ending on (a) the earlier of the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof.

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the Shareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered Person's Voting Shares as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any actionVoted Covered Shares, 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, as follows: corporation and (i) directs that such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in --in accordance with such Preliminary Vote; , (ii) authorizes the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote -- as the holder of such proxy sees aforementioned persons see fit in his their discretion but in a manner consistent with the Preliminary Vote; and , and (iii) authorizes the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the holder of such proxy sees aforementioned persons see fit in his their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the holder of such proxy aforementioned persons with respect to all Voting Voted Covered Shares of such Covered Person for the period beginning on the Effective Date date hereof and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voting Voted Covered Shares held of record by any other person but beneficially owned by such Covered Person (including Voting Voted Covered Shares held by the trust underlying any The Goldman Sachs Compensation Defined Contribution Plan and allocated to such Covered PersonCxxxxxx Pxxxxx), xxaxxxxx granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 4.2 and Section 4.2(a4.3(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Voting Voted Covered Shares of such Covered Person, and held of record by another person, for the period beginning on the Effective Date date hereof and ending on (a) the earlier of the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof.

Proxy and Power of Attorney. (a) By his signature heretoThe undersigned hereby appoints the Purchaser and any designee of the Purchaser, each Covered Person hereby gives as the Shareholders' Committeeundersigned’s agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act by written consent with respect to any and all of the Covered Person's Voting undersigned’s Shares 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, as follows: (i) such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in accordance with the preceding paragraph. The undersigned agrees to take such Preliminary Vote; (ii) the holder of such proxy shall be authorized to vote on further action or execute such other matters instruments as may come before a meeting of stockholders of GS Inc. or any adjournment thereof be requested and as are related, directly or indirectly, necessary to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and (iii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees fit in his discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate effectuate the intent of the Preliminary Votethis proxy. Each Covered Person hereby The undersigned affirms that the irrevocable proxy set forth in this Letter Agreement is given in connection with, and in consideration of, the execution of the Agreement, and that such irrevocable proxy is given as a term to the Purchaser by the undersigned to secure the performance of the undersigned’s duties under the Agreement. The proxy and power of attorney granted pursuant to this Letter Agreement and as such is to the Purchaser by the undersigned shall (a) be irrevocable, (b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and (c) revoke any and all prior proxies and powers of attorney granted by the undersigned with respect to the undersigned’s Shares and the undersigned shall not give any subsequent proxy or power of attorney with respect to the undersigned’s Shares with respect to the matters addressed hereby or that would otherwise result in the undersigned being unable to perform the undersigned’s obligations hereunder. The power of attorney granted by the undersigned herein is irrevocablea durable power of attorney and shall survive the undersigned’s dissolution, bankruptcy, death or incapacity and shall be binding upon the undersigned’s heirs, personal representatives, successors or assigns. It is further understood agreed that the Purchaser and agreed by each Covered Person that this any designee of the Purchaser shall use the irrevocable proxy may be exercised by granted hereby only in accordance with applicable Law. For the holder avoidance of such proxy doubt, the vote of the Purchaser or any designee of the Purchaser shall control with respect to all Voting the matters addressed hereby in any conflict between the vote by the Purchaser or any designee of the Purchaser of the Shares of such Covered Person for the period beginning on the Effective Date and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voting Shares held of record by any other person but beneficially owned by such Covered Person (including Voting Shares held vote by the trust underlying undersigned or any Goldman Sachs Compensation Plan and allocated to such Covered Person), xxaxxxxx to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 and Section 4.2(a) as such Covered other Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Voting Shares of such Covered Person, and held of record by another person, for the period beginning on the Effective Date and ending on (a) the earlier of the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereofShares.

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the Shareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered Person's Voting Shares as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any actionVoted Covered Shares, 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, as follows: corporation and (i) directs that such proxy shall be voted in connection with such -10- 11 matters as are the subject of a Preliminary Vote as provided in this Agreement -- in accordance with such Preliminary Vote; , (ii) authorizes the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote -- as the holder of such proxy sees aforementioned persons see fit in his their discretion but in a manner consistent with the Preliminary Vote; and , and (iii) authorizes the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) -- as the holder of such proxy sees aforementioned persons see fit in his their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the holder of such proxy aforementioned persons with respect to all Voting Voted Covered Shares of such Covered Person for the period beginning on the Effective Date date hereof and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions of this Article IV, the voting of any Voting Voted Covered Shares held of record by any other person but beneficially owned by such Covered Person (including Voting Voted Covered Shares held by the trust underlying any Goldman Sachs Compensation The Goldxxx Xxxhx Xxxined Contribution Plan and allocated to such Covered Person), xxaxxxxx granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 4.2 and Section 4.2(a4.3(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Voting Voted Covered Shares of such Covered Person, and held of record by another person, for the period beginning on the Effective Date date hereof and ending on (a) the earlier of the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof.

Proxy and Power of Attorney. (a) By his signature hereto, each Covered Person hereby gives the ShareholdersStockholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote (or provide written consents in lieu of a meeting) or otherwise act with respect to all of the Covered Person's Voting Shares as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any actionVoted Covered Shares, 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, as follows: corporation and (i) directs that such proxy shall be voted (or written consents in lieu of a meeting shall be provided) in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote; , (ii) authorizes the holder of such proxy shall be authorized to vote (or provide written consents in lieu of a meeting) on such other matters as may come before a meeting of of, or upon which action is to be taken by written consent of, the stockholders of GS Inc. the Company or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees aforementioned persons see fit in his their discretion but in a manner consistent with the Preliminary Vote; and , and (iii) authorizes the holder of such proxy shall be authorized to vote (or provide written consents in lieu of a meeting) on such other matters as may come before a meeting of of, or upon which action is to be taken by written consent by, the stockholders of GS Inc. the Company or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees aforementioned persons see fit in his their discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocableirrevocable and not subject to termination by the Covered Person or by operation of law, whether by the death or incapacity of the Covered Person or any executor or trustee, or by the dissolution or liquidation of any corporation, partnership, limited liability company or entity, or by the occurrence of any other event. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the holder of such proxy aforementioned persons with respect to all Voting Voted Covered Shares of such Covered Person for the period beginning on the Effective Date date hereof and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a8.1(a) hereof orhereof, even if such period extends beyond three (b3) in years from the case of a Covered Person, Section 7.1(b) date hereof. (b) By his signature hereto, each Covered Person appoints the ShareholdersStockholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to directfact, in accordance with the provisions of this Article IV, to direct the voting (or to direct providing of written consents in lieu of a meeting) of any Voting Voted Covered Shares held of record by any other person but beneficially owned by such Covered Person (including Voting Shares held by the trust underlying any Goldman Sachs Compensation Plan and allocated to such Covered Person), xxaxxxxx granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 4.2 and Section 4.2(a4.3(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. Each Covered Person hereby affirms that this power of attorney is granted as a term of this Agreement and, as such, is coupled with an interest and, to the fullest extent permitted by law, shall remain in full force and effect until this Agreement shall have been terminated pursuant to Section 8.1(a) hereof, and shall not be subject to termination by the Covered Person or by operation of law, whether by the death or incapacity of the Covered Person or any executor or trustee, or by the dissolution or liquidation of any corporation, partnership, limited liability company or entity, or by the occurrence of any other event. It is understood and agreed by each such Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Voting Voted Covered Shares of such Covered Person, and held of record by another person, for the period beginning on the Effective Date date hereof and ending on (a) the earlier of the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b8.1(a) hereof.

Proxy and Power of Attorney. The undersigned hereby appoints, and shall appoint in the future upon request, the then-current Chief Executive Officer of the Company (a) By his signature heretothe “CEO”), each Covered Person hereby gives as the Shareholders' Committeeundersigned’s true and lawful irrevocable proxy and attorney-in-fact, with the power to act alone and with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act with respect to all of the Covered Person's Voting Shares 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, as follows: (i) such proxy shall be voted in connection vote the Shares consistently with such matters as are the subject majority of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote; the Company’s shares of Common Stock, (ii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof give and as are related, directly or indirectly, receive notices and communications relating to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and Shares, (iii) the holder of such proxy shall be authorized execute any instrument or document that relates to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees fit in his discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each Covered Person that this proxy may be exercised by the holder of such proxy with respect to all Voting Shares of such Covered Person for the period beginning on the Effective Date and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof orvoting of the Shares, (b) in the case custody of the Shares, (c) the reorganization of the Shares into a Covered Personspecial-purpose vehicle or other entity designed to aggregate the Shares or (d) any similar matter, and (iv) take all such actions necessary or appropriate, as reasonably determined by the CEO, to effectuate any of the foregoing clauses (i), (ii), or (iii) under this Section 7.1(b) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full 9. The proxy and power of substitution attorney granted by the undersigned pursuant to this Section 9 are coupled with an interest. Such proxy and resubstitutionpower of attorney will be irrevocable. The proxy and power of attorney, so long as the undersigned is an individual, will survive the death, incompetency and disability of the undersigned and, so long as the undersigned is an entity, will survive the merger or reorganization of the undersigned. The CEO is an intended third-party beneficiary of this Section 9 and has the right, power, and authority to enforce the provisions hereof as though he or she was a party hereto. Additionally: Other than with respect to the gross negligence or willful misconduct of the CEO, in his or her capacity as the undersigned’s true and lawful irrevocable proxy and attorney-in-fact pursuant to directthis Section 9 (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity as irrevocable proxy and attorney-in-fact of the undersigned pursuant to this Agreement while acting in good faith, and any act done or omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The Proxy has no duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of the undersigned otherwise exist against the Proxy. Notwithstanding Section 8 of this Agreement, the undersigned shall indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expenses of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or in connection with any act done or omitted in the Proxy’s capacity pursuant to this Section 9, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall reimburse the undersigned the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the aggregate subscription amount). In no event will the Proxy be required to advance his, her or its own funds on behalf of the undersigned or otherwise. The undersigned acknowledges and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy. A decision, act, consent, or instruction of the Proxy, in his, her, or its scope as the undersigned’s irrevocable proxy or attorney-in-fact, constitutes a decision of the undersigned and is final, binding, and conclusive upon the undersigned. The Company, stockholders of the Company and any other third party may rely upon any decision, act, consent or instruction of the Proxy as being the decision, act, consent or instruction of the undersigned. The Company, stockholders of the Company are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent, or instruction of the provisions of this Article IVProxy. The undersigned agrees that if he/she/it wishes to transfer, sell, hypothecate or otherwise assign any Shares, the voting undersigned hereby agrees to require, as a condition of any Voting Shares held of record by any other person but beneficially owned by such Covered Person (including Voting Shares held by action, that the trust underlying any Goldman Sachs Compensation Plan counterparty or counterparties thereto must enter into a proxy and allocated to such Covered Person), xxaxxxxx to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of Section 4.1 and Section 4.2(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorneyattorney substantially identical to his Proxy. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by The undersigned agrees to permit an appropriate legend on certificates evidencing the aforementioned persons with respect to all Voting Shares or any transfer books or related documentation of such Covered Person, and held of record by another person, for ownership reflecting the period beginning on the Effective Date and ending on (a) the earlier grant of the date Proxy as set forth in this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof9.

Proxy and Power of Attorney. The undersigned (athe “Optionee”) By his signature heretodoes hereby constitute and appoint the Chairperson of the Board of Directors (the “Chairperson”) of CBFH, each Covered Person hereby gives Inc., a Texas corporation (the Shareholders' Committee“Company”) and/or any other person designated by the Board of Directors (the “Board”) of the Company from time to time (collectively, the “Proxy”), as the Optionee’s true and lawful proxy and attorney-in-fact, with full power of substitution substitution, for and resubstitutionin the Optionee’s name, an irrevocable proxy place, and stead, to vote or otherwise act with respect to all of the Covered Person's Voting Shares 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, as follows: (i) such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote; (ii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and (iii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees fit in his discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. Each Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each Covered Person that this proxy may be exercised by the holder of such proxy with respect to all Voting Shares of such Covered Person for the period beginning on the Effective Date and ending on the earlier of (a) the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case of a Covered Person, Section 7.1(b) hereof. (b) By his signature hereto, each Covered Person appoints the Shareholders' Committee, with full power of substitution and resubstitution, his true and lawful attorney-in-fact to direct, in accordance with the provisions majority of this Article IVBoard all of the shares of common stock of the Company, the voting of any Voting Shares now held of record by any other person but beneficially owned by such Covered Person (including Voting Shares or hereafter acquired or held by the trust underlying any Goldman Sachs Compensation Plan Optionee pursuant to the CBFH, Inc. Stock Option Award Agreement (the “Option Agreement”) between the Company and allocated to the Optionee (such Covered Personshares being the “Shares”), xxaxxxxx granting the Proxy complete and unlimited discretionary authority to such attorneysact on the Optionee’s behalf, and each appoint the Proxy as the Optionee’s agent, with respect to any matter whatsoever related to the Company (including but not limited to voting of themshares as shareholders, designation of directors, executing any waivers, consents, amendments and agreements, etc.), giving the Proxy the most extended power permitted under applicable laws, and does hereby make, constitute and appoint the Proxy as the Optionee’s true and lawful proxy to sign, execute, certify, acknowledge, deliver, file and record in all necessary or appropriate places such agreements, instruments or documents as may be necessary or advisable hereunder or under the laws of any applicable jurisdiction. The Optionee further authorizes the Proxy to take any further action which the Proxy shall consider necessary or advisable in connection with any of the foregoing, hereby giving the Proxy full power and authority to do and perform each and every act and or thing whatsoever that such attorney requisite or attorneys may deem necessary, advisable or appropriate to carry out be done in and about the foregoing as fully as the intent of Section 4.1 and Section 4.2(a) as such Covered Person Optionee might or could do personallyif personally present, and hereby ratifying and confirming all acts and things that such attorney or attorneys may the Proxy shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of this the aforesaid, and for the avoidance of doubt, the Optionee hereby grants the Proxy full right and authority, in the name of the Optionee, to take, at the Proxy’s sole discretion, all the aforesaid actions also in connection with the Initial Public Offering of the Company’s securities and/or a Change in Control of the Company (both terms as defined in the Option Agreement). Without derogating from the above, the Optionee hereby grants the Proxy full right and authority, in the name of the Optionee, to sign, execute, deliver, file and/or fill in, in any and all necessary or appropriate places, any share assignments, share certificates, and any other applicable documentation required in connection with the transfer, exchange, sale or disposition of the Shares in connection with such merger, Change in Control or Initial Public Offering. This Proxy: (i) is made and executed in furtherance of the grant by the Company to the Optionee of restricted shares of common stock pursuant to the Option Agreement and is a condition to such grant by the Company to the Optionee; (ii) is given by the undersigned in consideration of the foregoing grant by the Company and the undersigned’s engagement by the Company as an employee to the Company; (iii) is a special proxy and power of attorney. It attorney coupled with an interest and is understood irrevocable; (iv) shall survive the bankruptcy, death, adjudication of incompetence or insanity or dissolution of the Optionee and agreed its transferees; and (v) shall survive the transfer of the Shares, until duly replaced by each Covered Person that this appointment, empowerment and authorization may be exercised a similar proxy executed by the aforementioned persons transferee. This Proxy replaces any proxy previously granted by the Optionee in connection with respect the Shares, if any. This Proxy is intended to all Voting Shares of such Covered Personbe effective until, and held shall terminate upon, the consummation by the Company of record an Initial Public Offering of its common stock or a Change in Control. This Proxy is governed by another person, for and shall be construed in accordance with the period beginning on the Effective Date and ending on (a) the earlier laws of the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof or, (b) in the case State of a Covered Person, Section 7.1(b) hereof.Texas. Signature: Print Name: Date: