Common use of Proxy with Respect to Shares Clause in Contracts

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any action; provided, however, that Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire (the “Designated Matters”): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) and the Contemplated Transactions, including the Transfer; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled; (iv) votes or consents with respect to any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, but not limited to, (a) any reorganization or liquidation involving Empire, (b) any change in the board of directors of Empire, except as otherwise agreed to in writing by Transferors, or (c) any material change in the present capitalization of Empire; (v) votes or consents relating to any other material change in the corporate structure or business of Empire; (vi) votes or consents in favor and approval of the matters Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements). This proxy shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, the Shares pursuant to instructions received from Transferors; provided, however, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any Shares which Stockholder has the power to vote (or direct the voting of) as of any record date fixed by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2.

Proxy with Respect to Shares. Stockholder Shareholder hereby irrevocably appoints Transferors Xxxx-Xxxx as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders shareholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any actionXxxxxxxx; providedPROVIDED, howeverHOWEVER, that Stockholder Shareholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders shareholders of Empire Xxxxxxxx (the “Designated Matters”"DESIGNATED MATTERS"): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) Merger and the Contemplated Transactions, including the TransferMerger Agreement; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire Xxxxxxxx under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilledMerger Agreement; (iviii) votes or consents with respect to any other matter action or agreement that would reasonably be expected to preventimpede, interfere with with, delay, postpone or delay consummation of attempt to discourage the Contemplated Transactions, including any transaction that would result in a breach of Merger and the Letter Agreement (and, when and if executed, the Additional Agreements) by EmpireMerger Agreement, including, but not limited to, (a) any reorganization or liquidation involving EmpireXxxxxxxx, (b) any change in the board of directors trustees of EmpireXxxxxxxx, except as otherwise agreed to in writing by TransferorsXxxx-Xxxx, or (c) any material change in the present capitalization of EmpireXxxxxxxx; (viv) votes or consents relating to any other material change in the corporate structure or business of EmpireXxxxxxxx; and (viv) votes or consents in favor and approval of the matters Stockholder matter Shareholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) SECTION 1.1 hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors Xxxxxxxx to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Merger Agreement. This proxy shall revoke any other proxy granted by Stockholder Shareholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder Shareholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder Shareholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, vote the Shares pursuant to instructions received from TransferorsXxxx-Xxxx; providedPROVIDED, howeverHOWEVER, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any the Shares which Stockholder has the power to vote (whether or direct the voting of) as of any record date fixed not owned by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2Shareholder.

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors OEI as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and 2 proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any actionUMC; provided, however, that Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire UMC (the “"Designated Matters”"): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) UMC Merger and the Contemplated Transactions, including the TransferMerger Agreement; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire UMC under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilledMerger Agreement; (iviii) votes or consents with respect to any other matter action or agreement that would reasonably be expected to preventimpede, interfere with with, delay, postpone or delay consummation of attempt to discourage the Contemplated Transactions, including any transaction that would result in a breach of UMC Merger and the Letter Agreement (and, when and if executed, the Additional Agreements) by EmpireMerger Agreement, including, but not limited to, (a) any reorganization or liquidation involving EmpireUMC, (b) any change in the board of directors of EmpireUMC, except as otherwise agreed to in writing by TransferorsOEI, or (c) any material change in the present capitalization of EmpireUMC; (viv) votes or consents relating to any other material change in the corporate structure or business of EmpireUMC; and (viv) votes or consents in favor and approval of the matters matter Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) 1.1 hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors OEI to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Merger Agreement. This proxy shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, vote the Shares pursuant to instructions received from TransferorsOEI; provided, however, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any the Shares which Stockholder has the power to vote (whether or direct the voting of) as of any record date fixed not owned by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2Stockholder.

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors ---------------------------- WIC as its attorney attorney-in-fact and proxy, with full power of substitution, to attend any and all meetings of the stockholders of Wiser and any adjournments thereof, to execute any and all written consents of stockholders of Wiser, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which that it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any actionWiser; provided, -------- however, that Stockholder grants a proxy hereunder only with respect to the ------- following matters that may be presented to the stockholders of Empire Wiser (the “"Designated Matters”"): ------------------- (ia) votes or consents in favor and approval of the matters Stockholder has agreed to vote in favor of in Section 1.2 hereof; ----------- (b) votes with respect to the Letter Agreement Transactions; (and, when and if executed, the Additional Agreements) and the Contemplated Transactions, including the Transfer; (iic) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire Wiser under the Letter Agreement Transaction Documents; (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled; (ivd) votes or consents with respect to any other matter action or agreement that would reasonably be expected to preventimpede, interfere with with, delay, postpone or delay consummation of attempt to discourage the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, but not limited to, : (ai) any reorganization or liquidation involving Empire, Wiser; (bii) any change in the board of directors of EmpireWiser, except as otherwise agreed to in writing by Transferors, or WIC; or (ciii) any material change in the present capitalization of EmpireWiser; and (ve) votes or consents relating to any other material change in the corporate structure or business of Empire; (vi) votes or consents in favor and approval of the matters Wiser. The Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) hereof. This proxy agrees that this Proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors WIC to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Stock Purchase Agreement. This proxy shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. In addition, if If subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to on any of the Shares for any purposeDesignated Matters, it he shall take all actions necessary to vote, or act by consent with respect to, vote the Shares pursuant to instructions received from Transferors; provided, however, that the provisions WIC on any of this sentence shall only apply to the Designated Matters. This proxy Proxy shall apply to any the Shares which Stockholder has the power to vote (whether or direct the voting of) as of any record date fixed not owned by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2Stockholder.

Proxy with Respect to Shares. Each Stockholder hereby irrevocably appoints Transferors the Investor as its attorney and proxy, with full power of substitution, to vote or to act by consent in such a manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned or postponed meeting) of Empire the Company or to act by consent with respect to any actionaction (the “Proxy”); provided, however, that each Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire (the “Designated Matters”): Company: (i) votes or consents with respect to the Letter Agreement (and, when and if executed, Company Voting Proposals pursuant to Section 3.1 of the Additional Agreements) and the Contemplated Transactions, including the TransferInvestment Agreement; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions transactions contemplated by the Investment Agreement; (iii) votes or consents with respect to which Stockholder may be entitled any and all Alternative Investment Proposals and agreements providing for Alternative Investment Proposals or any proposal or nomination made by a Person who is, or whose Affiliate is, making or has communicated an intention to votemake, an Alternative Investment Proposal; (iiiiv) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire the Company under the Letter Agreement Investment Agreement; and (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled; (ivv) votes or consents with respect to any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, but not limited to, (a) any reorganization or liquidation involving Empire, (b) any change transactions contemplated in the board of directors of Empire, except as otherwise agreed to in writing by Transferors, or (c) any material change in the present capitalization of Empire; (v) votes or consents relating to any other material change in the corporate structure or business of Empire; (vi) votes or consents in favor and approval of the matters Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) hereofInvestment Agreement. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors the Investor to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Investment Agreement. This proxy shall revoke any other proxy granted by Stockholder any of the Stockholders at any time with respect to the Shares and no subsequent proxies will be given by any Stockholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, the Shares pursuant to instructions received from Transferors; provided, however, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any Shares which Stockholder has the power to vote (or direct the voting of) as of any record date fixed by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2.

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors UMC as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any actionOEI; provided, however, that Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire OEI (the “"Designated Matters”"): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) Mergers and the Contemplated Transactions, including the TransferMerger Agreement; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire OEI under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilledMerger Agreement; (iviii) votes or consents with respect to any other matter action or agreement that would reasonably be expected to preventimpede, interfere with with, delay, postpone or delay consummation of attempt to discourage the Contemplated Transactions, including any transaction that would result in a breach of Mergers and the Letter Agreement (and, when and if executed, the Additional Agreements) by EmpireMerger Agreement, including, but not limited to, (a) any reorganization or liquidation involving EmpireOEI, (b) any change in the board of directors of EmpireOEI, except as otherwise agreed to in writing by TransferorsUMC, or (c) any material change in the present capitalization of EmpireOEI; (viv) votes or consents relating to any other material change in the corporate structure or business of EmpireOEI; and (viv) votes or consents in favor and approval of the matters matter Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) 1.1 hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors UMC to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Merger Agreement. This proxy shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, vote the Shares pursuant to instructions received from TransferorsUMC; provided, however, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any the Shares which Stockholder has the power to vote (whether or direct the voting of) as of any record date fixed not owned by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2Stockholder.

Proxy with Respect to Shares. Stockholder Shareholder hereby irrevocably appoints Transferors Xxxxxxxx as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders shareholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any actionXxxx-Xxxx; providedPROVIDED, howeverHOWEVER, that Stockholder Shareholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders shareholders of Empire Xxxx-Xxxx (the “Designated Matters”"DESIGNATED MATTERS"): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) Merger and the Contemplated Transactions, including the TransferMerger Agreement; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire Xxxx-Xxxx under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilledMerger Agreement; (iviii) votes or consents with respect to any other matter action or agreement that would reasonably be expected to preventimpede, interfere with with, delay, postpone or delay consummation of attempt to discourage the Contemplated Transactions, including any transaction that would result in a breach of Merger and the Letter Agreement (and, when and if executed, the Additional Agreements) by EmpireMerger Agreement, including, but not limited to, (a) any reorganization or liquidation involving EmpireXxxx-Xxxx, (b) any change in the board of directors of EmpireXxxx-Xxxx, except as otherwise agreed to in writing by TransferorsXxxxxxxx, or (c) any material change in the present capitalization of EmpireXxxx-Xxxx; (viv) votes or consents relating to any other material change in the corporate structure or business of EmpireXxxx-Xxxx; and (viv) votes or consents in favor and approval of the matters Stockholder matter Shareholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) SECTION 1.1 hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors Xxxx-Xxxx to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Merger Agreement. This proxy shall revoke any other proxy granted by Stockholder Shareholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder Shareholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder Shareholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, vote the Shares pursuant to instructions received from TransferorsXxxxxxxx; providedPROVIDED, howeverHOWEVER, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any the Shares which Stockholder has the power to vote (whether or direct the voting of) as of any record date fixed not owned by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2Shareholder.

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors UMC as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney 2 and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any actionOEI; provided, however, that Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire OEI (the “"Designated Matters”"): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) Mergers and the Contemplated Transactions, including the TransferMerger Agreement; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire OEI under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilledMerger Agreement; (iviii) votes or consents with respect to any other matter action or agreement that would reasonably be expected to preventimpede, interfere with with, delay, postpone or delay consummation of attempt to discourage the Contemplated Transactions, including any transaction that would result in a breach of Mergers and the Letter Agreement (and, when and if executed, the Additional Agreements) by EmpireMerger Agreement, including, but not limited to, (a) any reorganization or liquidation involving EmpireOEI, (b) any change in the board of directors of EmpireOEI, except as otherwise agreed to in writing by TransferorsUMC, or (c) any material change in the present capitalization of EmpireOEI; (viv) votes or consents relating to any other material change in the corporate structure or business of EmpireOEI; and (viv) votes or consents in favor and approval of the matters matter Stockholder has agreed to vote in favor of in Section l(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b) 1.1 hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors UMC to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements)Merger Agreement. This proxy shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, vote the Shares pursuant to instructions received from TransferorsUMC; provided, however, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any the Shares which Stockholder has the power to vote (whether or direct the voting of) as of any record date fixed not owned by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2Stockholder.

Proxy with Respect to Shares. Stockholder hereby irrevocably appoints Transferors as its attorney and proxy, with full power of substitution, to vote or to act by consent in such manner as such attorney and proxy or its substitute shall, in its sole discretion, deem proper, and otherwise act with respect to all of the Shares which it is entitled to vote at any meeting of the stockholders (whether annual or special and whether or not an adjourned meeting) of Empire or to act by consent with respect to any action; providedPROVIDED, howeverHOWEVER, that Stockholder grants a proxy hereunder only with respect to the following matters that may be presented to the stockholders of Empire (the “Designated Matters”"DESIGNATED MATTERS"): (i) votes or consents with respect to the Letter Agreement (and, when and if executed, the Additional Agreements) and the Contemplated Transactions, including the Transfer; (ii) votes or consents with respect to any other matter relating to the consummation of the Contemplated Transactions with respect to which Stockholder may be entitled to vote; (iii) votes or consents with respect to any action or agreement that would reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Empire under the Letter Agreement (and, when and if executed, the Additional Agreements) or that would reasonably be expected to result in any of the conditions to the obligations of the parties under the Letter Agreement (and, when and if executed, the Additional Agreements) not being fulfilled; (iv) votes or consents with respect to any other matter that would reasonably be expected to prevent, interfere with or delay consummation of the Contemplated Transactions, including any transaction that would result in a breach of the Letter Agreement (and, when and if executed, the Additional Agreements) by Empire, including, but not limited to, (a) any reorganization or liquidation involving Empire, (b) any change in the board of directors of Empire, except as otherwise agreed to in writing by Transferors, or (c) any material change in the present capitalization of Empire; (v) votes or consents relating to any other material change in the corporate structure or business of Empire; (vi) votes or consents in favor and approval of the matters Stockholder has agreed to vote in favor of in Section l(a1(a) hereof; and (vii) votes or consents against the matters Stockholder has agreed to vote against in Section l(b1(b) hereof. This proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration of and as an inducement to cause Transferors to enter into the transactions contemplated by the Letter Agreement (and, when and if executed, the Additional Agreements). This proxy shall revoke any other proxy granted by Stockholder at any time with respect to the Shares and no subsequent proxies will be given by Stockholder with respect to the Shares while the Proxy is in effect. In addition, if subsequent to the date hereof Stockholder is entitled to vote the Shares or act by consent with respect to the Shares for any purpose, it shall take all actions necessary to vote, or act by consent with respect to, the Shares pursuant to instructions received from Transferors; providedPROVIDED, howeverHOWEVER, that the provisions of this sentence shall only apply to the Designated Matters. This proxy shall apply to any Shares which Stockholder has the power to vote (or direct the voting of) as of any record date fixed by Empire for a Stockholders Meeting with respect to the Contemplated Transactions, other than any Exempt Shares disposed of in accordance with the volume restrictions set forth in Section 2.