Common use of Proxy Clause in Contracts

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder (a) Prior to the Expiration Date, Holder hereby constitutes (i) grants to, and appoints the President appoints, Topco, and any person designated by Topco, and each of Parentthem individually, Xxxxxx’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Holder, to vote all of the Rollover Shares or execute and deliver a consent or approval in respect of the Rollover Shares (or cause any vote or consent to be provided in respect to all of the Rollover Shares), in accordance with the terms of Section 2.4 hereof, solely with respect to matters set forth in Sections 2.4(a) – (e) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Rollover Shares. For the avoidance of doubt, nothing herein shall restrict Holder from voting or granting consents or approvals in respect of the Rollover Shares for any matters other than those set forth in Sections 2.4(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Holder at any time after the date hereof and prior to the Expiration Date to act as Xxxxxx’s attorney-in-fact and proxy to vote the Shareholder’s proxy Rollover Shares, and to exercise all voting, consent and similar rights of Holder with respect to the Rollover Shares (including the power to execute and deliver written consents), solely with respect to matters set forth herein, including without limitation, each of the matters described in Sections 2.1 2.4(a) – (d) hereof, at the Company Stockholder Meeting and 2.3 any other annual or special meeting of this Agreement, stockholders and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or every action by written consent) consent in lieu of such a manner that is inconsistent meeting in accordance with the terms of this AgreementSection 2.4 hereof. (c) Holder hereby represents and warrants to Topco that any proxies heretofore given in respect of the Rollover Shares are not irrevocable and that any such proxies are hereby revoked, all and Xxxxxx agrees to promptly notify Topco and the Company of such Shareholder’s Owned Shares revocation. Holder hereby affirms that the proxy granted herein is given in connection with the manner contemplated by Sections 2.1 execution of the Merger Agreement and 2.3 that such proxy is given to secure the performance of the duties of Holder under this Agreement. The Holder hereby further affirms that the proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, herein is coupled with an interest sufficient at law to support the creation of a proxy and shall power of attorney and may under no circumstances be irrevocable unless revoked. Holder hereby ratifies and until this Agreement confirms all that such proxy may lawfully do or any such rights granted hereunder terminate or expire pursuant cause to the terms be done by virtue hereof. The Shareholder hereby revokes any and all previous proxies Xxxxxx agrees to vote the Rollover Shares in accordance with Section 2.4 hereof, solely with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinin Sections 2.4(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Holder pursuant to this Section 2.6, and all other obligations and covenants of Holder set forth in this Section 2.6, shall be revocable by Holder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. The Shareholder Solely in the event of a failure by Stockholder to act in accordance with Stockholder’s obligations as to voting pursuant to Section 1(a), Stockholder hereby constitutes irrevocably (until the termination of this Agreement in accordance with its terms) grants to and appoints the President of Parent, SJW as Stockholder’s proxy and attorney-in-fact (with full power of substitution), as for and in the Shareholder’s proxy name, place and stead of Stockholder, to represent, vote and otherwise act (by voting at any meeting of the SJW stockholders, by written consent in lieu thereof or otherwise) with respect to the matters set forth herein, including without limitation, each of Covered Shares regarding the matters described referred to in Sections 2.1 and 2.3 Section 1(a) until the termination of this AgreementAgreement in accordance with its terms, to the same extent and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementsame effect as Stockholder might or could do under applicable Law. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, this Section 1(b) is coupled with an interest and shall be irrevocable unless and until the termination of this Agreement or any in accordance with its terms. Until the termination of this Agreement in accordance with its terms, Stockholder will take such rights granted hereunder terminate or expire pursuant further action and will execute such other instruments as may be necessary to effectuate the terms hereofintent of this proxy. The Shareholder Stockholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power powers of attorney granted with respect to any of the ShareholderStockholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust that may have heretofore been appointed or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions granted with respect to the matters referred to in this Section 1(b), and prior to the termination of this Agreement in accordance with its terms no subsequent proxy (whether revocable or irrevocable) or power of attorney shall be given by Stockholder, except as required by any election form or letter of transmittal in connection with the Merger, or in connection with Stockholder voting of any of any by proxy at the meeting of the Shareholder’s Owned SharesSJW stockholders as contemplated by Section 1(a). Notwithstanding the foregoing, this proxy shall terminate upon termination of this Agreement in each case, accordance with respect to any of the matters set forth hereinits terms.

Proxy. The (i) In furtherance of Shareholder’s agreement in Section 2(a), Shareholder hereby constitutes appoints Parent as Shareholder’s proxy and appoints the President of Parent, attorney-in-fact (with full power of substitution), as for and in the name, place and stead of Shareholder, to vote or execute written consents with respect to all Shareholder Shares at any meeting of shareholders of the Company, however called, or any adjournment thereof, (A) against any Acquisition Proposal or any other proposal made in opposition to the adoption of the Merger Agreement, (B) against any agreement (including any amendment of any agreement), amendment of the Company’s organizational documents or other action or transaction, in each case, that is intended or could reasonably be expected to prevent or impede, interfere with or materially delay the consummation of the Offer or the Merger and (C) otherwise in accordance with Section 2(a); provided, however, that Shareholder’s grant of the proxy contemplated by this Section 2(b) shall be effective if, and only if, Shareholder has not delivered to the Secretary of the Company (with a copy to Parent), at least ten (10) business days prior to such meeting, a duly executed proxy card previously approved by Parent voting the Shareholder Shares in the manner specified in Section 2(a) or, in the event such proxy card has been thereafter modified, rescinded or revoked or Shareholder otherwise fails to provide evidence of compliance with his obligations under Section 2(a) in form and substance reasonably acceptable to Parent. In the event that Shareholder fails for any reason to vote in accordance with the requirements of Section 2(a), the vote of the proxyholder shall control in any conflict between the vote by the proxyholder in accordance with this Agreement and a vote by Shareholder. (ii) It is hereby agreed that Parent will use any proxy granted by Shareholder solely in accordance with applicable Law and will only vote the Shareholder Shares subject to such proxy with respect to the matters set forth hereinand in the manner specified in Section 2(b)(i). (iii) Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 5. Any proxy granted hereunder shall automatically terminate, including without limitationand any underlying appointment shall automatically be revoked and rescinded and of no force and effect, each of upon the matters described in Sections 2.1 and 2.3 termination of this Agreement, in each case without any further action by any party. (iv) Shareholder represents that any and hereby authorizes all other proxies or powers of attorney heretofore given in respect of Shareholder Shares of Shareholder are revocable, and that such proxy to represent and to voteother proxies or powers of attorney have been revoked or, if not yet revoked, are hereby revoked, and only if Shareholder agrees to promptly notify the Company of such revocation. Shareholder affirms that the foregoing proxy is: (iA) fails to vote or given (ii) attempts to vote (whether by proxy, in person or by written consent1) in a manner that is inconsistent connection with the terms execution of the Merger Agreement and (2) to secure the performance of Shareholder’s duties under this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 (B) COUPLED WITH AN INTEREST AND MAY NOT BE REVOKED EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT and 2.3 of this Agreement(C) INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH MARYLAND LAW PRIOR TO TERMINATION OF THIS AGREEMENT PURSUANT TO ITS TERMS. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and All authority herein conferred shall be irrevocable unless binding upon the successors and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the assigns of Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder From the date hereof until the Agreement Termination Date, in the event of a failure by a Stockholder to act in accordance with such Stockholder’s obligations as to voting pursuant to Section 1(a) no later than the third Business Day prior to any meeting at which the stockholders of the Company will consider and vote on any of the Supported Matters (a “Stockholder Inaction”), such Stockholder hereby constitutes irrevocably grants to, and appoints the President of appoints, Parent, and any individual designated in writing by Parent, and each of them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitutionsubstitution and including for purposes of Section 212 of the DGCL), as for and in the Shareholdername, place and stead of such Stockholder, to vote such Stockholder’s proxy Stockholder Shares, or grant a consent or approval in respect of such Stockholder Shares, with respect to the matters set forth herein, including without limitation, each of Supported Matters in accordance with Section 1(a) prior to the matters described Agreement Termination Date. Each Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in Sections 2.1 reliance upon such Stockholder’s execution and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 delivery of this Agreement. The Each Stockholder hereby affirms that the irrevocable proxy granted pursuant to set forth in this Section 1(b) is given in connection with the immediately preceding sentence execution of the Merger Agreement, and that such irrevocable proxy is given to induce Parent to execute secure the Merger Agreement and, as such, performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest and may be revoked only under the circumstances set forth in the last sentence of this Section 1(b). Each Stockholder hereby ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with Applicable Law. Each Stockholder acknowledges and agrees that, if and when a Stockholder Inaction occurs pursuant to this Section 1(b), this Agreement shall constitute the irrevocable proxy granted hereby and that no such further written instrument or proxy shall be required, provided that to the extent Parent determines that any further written instrument or proxy shall be necessary, advisable or desirable, such Stockholder shall, upon written request by Parent, as promptly as practicable, execute and deliver to Parent a separate written instrument or proxy (in a form reasonably acceptable to such Stockholder) that embodies the terms of this irrevocable unless proxy set forth in this Section 1(b). Notwithstanding the foregoing, the proxy and until this appointment granted hereby shall be automatically revoked, without any action by any Stockholder, upon the Agreement or Termination Date, and Parent may terminate any such rights proxy granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes this Section 1(b) at any and all previous proxies with respect time at its sole discretion by written notice to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinsuch Stockholder.

Proxy. The Shareholder (i) In furtherance of the agreements in Section 2(a) above, but subject to the following sentence, each Greenlady Entity hereby irrevocably constitutes and appoints DIRECTV and any officer(s) or directors of DIRECTV designated as proxy or proxies by DIRECTV as its attorney-in-fact and proxy in accordance with the President of ParentDGCL, (with full power of substitution and re-substitution), as for and in the Shareholder’s proxy with respect name, place and stead of such Greenlady Entity, to vote, subject to the matters limitations set forth hereinin the Liberty Standstill and Voting Agreement, including without limitationall its Liberty DIRECTV Shares (at any meeting of stockholders of DIRECTV however called or any adjournment or postponement thereof), each or to execute one or more written consents in respect of such Liberty DIRECTV Shares, (A) in favor of the matters described adoption of the Merger Agreement, (B) against any action or agreement (including any amendment of any agreement) that would result in Sections 2.1 a breach of any representation, warranty, covenant, agreement or other obligation of Liberty or Splitco in the Merger Agreement, (C) against any DIRECTV Takeover Proposal and 2.3 (D) against any agreement (including any amendment of any agreement), amendment of the Certificate of Incorporation or By Laws of DIRECTV or other action that would reasonably be expected to prevent, prohibit or materially delay the consummation of the DIRECTV Merger. (ii) Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 9 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 9 hereof. Liberty and Splitco represent that any and all other proxies heretofore given in respect of the Liberty DIRECTV Shares are revocable, that such other proxies either have been revoked or are hereby revoked. Liberty and Splitco affirm that the foregoing proxy is: (x) given (I) in connection with the execution and adoption of the Merger Agreement and (II) to secure the performance of the duties of Liberty, Splitco and the Greenlady Entities under this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (iy) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable unless and until prior to termination of this Agreement or any such rights granted hereunder terminate or expire pursuant to in accordance with the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power provisions of attorney with respect to any Section 212(e) of the Shareholder’s Owned SharesDGCL. If for any reason the proxy granted herein is not irrevocable or is for any reason unenforceable, deposit any of then Liberty, Splitco and the Shareholder’s Owned Shares into a voting trust Greenlady Entities irrevocably agree to vote or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to direct the voting or the execution of any written consents in respect of any of the Shareholder’s Owned Shares, their Liberty DIRECTV Shares in each case, accordance with respect to any of the matters set forth hereinSection 2(a).

Proxy. (a) The obligations of the Shareholders specified in Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of ION or any committee thereof or the board of directors of ION or any committee thereof has previously recommended the Merger or such action but changed its recommendation. (b) Each Shareholder hereby constitutes irrevocably and unconditionally, to the fullest extent permitted by applicable law, appoints ION, or any ION designee, for so long as the President provisions of ParentSection 1 remain in effect, as such Shareholder’s attorney-in-fact and proxy with full power of substitution, as the Shareholder’s proxy to vote, express consent or dissent and otherwise act (by written consent or otherwise) with respect to the matters set forth hereinCovered Shares, including without limitation, each of solely on the matters described and in Sections 2.1 and 2.3 the manner specified in Section 1. This proxy (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) shall be valid for the duration of this Agreement. (c) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 2 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. Each Shareholder hereby affirms that the irrevocable proxy granted by such Shareholder pursuant to this Section 2 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) is granted in consideration of the Company entering into this Agreement and hereby authorizes the Merger Agreement and that such irrevocable proxy is given to represent and to vote, if and only if secure the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with performance of the terms of this Agreement, all duties of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of Shareholder under this Agreement. The proxy granted pursuant to proxies and powers of attorney shall not be terminated by any act of a Shareholder or by operation of law, by lack of appropriate power or authority, or by the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest occurrence of any other event or events and shall be irrevocable unless binding upon all successors, assigns, heirs, beneficiaries and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereoflegal representatives of each Shareholder. The Each Shareholder hereby revokes any all other proxies and all previous proxies powers of attorney on the matters specified in this Section 2 with respect to the Shareholder’s Owned Shares that such Shareholder may have previously appointed or granted, and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by such Shareholder with respect to any Covered Shares. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of such Shareholder and any obligation of such Shareholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of such Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder (a) During the time this Agreement is in effect, each Stockholder hereby constitutes irrevocably grants to, and appoints the President appoints, and agrees from time to time to grant to, and appoint, Parent and Purchaser, or any of Parentthem, and any individual designated in writing by any of them, and each of them individually, as such Stockholder's proxy, agent and attorney-in-fact (with full power of substitution), as for and in the Shareholder’s proxy name, place and stead of such Stockholder, to vote (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.02 above. (b) Each Stockholder understands and acknowledges that Parent and Purchaser are entering into the matters Merger Agreement in reliance upon such Stockholder's execution and delivery of this Agreement. Each Stockholder hereby affirms that the proxy set forth herein, including without limitation, each of in this Section 1.03 is given in connection with the matters described in Sections 2.1 and 2.3 execution of this Agreement, and hereby authorizes that such proxy is given to represent secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to vote, if be done by virtue hereof. Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and only if the Shareholder (i) fails hereby revokes any proxy previously granted by it with respect to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner its Securities that is would be inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and Section 1.03(a). No Stockholder shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire terminates pursuant to the terms Section 4.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesits Securities to vote with respect to any Subject Proposal, deposit any of the Shareholder’s Owned Shares its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to votevote with respect to any such Subject Proposal, grant any proxy or give instructions (other than in this Agreement) with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, such Securities with respect to any of the matters set forth hereinSubject Proposal.

Proxy. The (a) Each Shareholder by this Agreement does hereby constitutes constitute and appoints the President appoint Sprint, or any nominee of ParentSprint, with full power of substitution, during and for the Proxy Term (as hereinafter defined), as such Shareholder’s true and lawful attorney and irrevocable proxy, for and in such Shareholder’s name, place and stead, to vote the Shares as the Shareholder’s proxy, at every meeting of the Company’s shareholders or any adjournment thereof, or, as applicable, to instruct and direct or any holder of record of the Shares to vote the Shares or execute its proxy with respect to the matters set forth herein, including without limitation, each Shares at every meeting of the matters described Company’s shareholders or any adjournment thereof, approving the Merger Agreement, the Merger and any other action of the Company’s shareholders reasonably requested by Sprint in Sections 2.1 furtherance thereof; and 2.3 against any other Acquisition Proposal submitted for approval to the Company’s shareholders unless Sprint determines to vote or consent in favor of such other Acquisition Proposal. Each Shareholder intends this proxy to be irrevocable and coupled with an interest during the Proxy Term and hereby revokes any proxy previously granted by such Shareholder with respect to the Shares. Each Shareholder acknowledges that, pursuant to the authority hereby granted under the irrevocable proxy, Sprint may vote the Shares in furtherance of its own interests, and Sprint is not acting as a fiduciary for any Shareholder. (b) For purposes of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if “Proxy Term” means the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, period from the execution of this Agreement until the termination of this Agreement in person or by written consent) in a manner that is inconsistent accordance with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms Section 10(a) hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. (a) The obligations of the Shareholder specified in Section 1 shall apply whether or not the Merger or any action described above is recommended by the board of directors of the Company or any committee thereof or the board of directors of the Company or any committee thereof has previously recommended the Merger or such action but changed such recommendation. (b) The Shareholder hereby constitutes irrevocably and unconditionally, to the fullest extent permitted by applicable Law, appoints the President Company, or any designee of Parentthe Company, for so long as the provisions of Section 1 remain in effect, as the Shareholder’s attorney-in-fact and proxy with full power of substitution, as the Shareholder’s proxy to vote, express consent or dissent and otherwise act (by written consent or otherwise) with respect to the matters set forth hereinCovered Shares, including without limitation, each of solely on the matters described and in Sections 2.1 and 2.3 the manner specified in Section 1. This proxy (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) shall be valid for the duration of this Agreement. (c) THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 2 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The Shareholder hereby affirms that the irrevocable proxy granted by Shareholder pursuant to this Section 2 (including, for the avoidance of doubt, any voting proxy delivered pursuant to Section 1) is granted in consideration of SPAC entering into this Agreement and hereby authorizes the Business Combination Agreement and that such irrevocable proxy is given to represent and to vote, if and only if secure the performance of the duties of the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of under this Agreement. The proxy granted pursuant to proxies and powers of attorney shall not be terminated by any act of the immediately preceding sentence is given to induce Parent to execute Shareholder or by operation of law, by lack of appropriate power or authority, or by the Merger Agreement and, as such, is coupled with an interest occurrence of any other event or events and shall be irrevocable unless binding upon all successors, assigns, heirs, beneficiaries and until this Agreement or any such rights granted hereunder terminate or expire pursuant to legal representatives of the terms hereofShareholder. The Shareholder hereby revokes any all other proxies and all previous proxies powers of attorney on the matters specified in this Section 2 with respect to the Shareholder’s Owned Covered Shares that the Shareholder may have previously appointed or granted, and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholder with respect to any Covered Shares. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the Shareholder and any obligation of the Shareholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder (i) In furtherance of the agreement of the Excess Holders in Section 3(a) above, but subject to clause (ii) below, each such Excess Holder hereby irrevocably constitutes and appoints Holdings and any officer(s) or directors of Holdings designated as proxy or proxies by Holdings as its attorney-in-fact and proxy in accordance with the President of Parent, DGCL (with full power of substitution and re-substitution), as for and in the Shareholder’s proxy name, place and stead of such Excess Holder, to vote the Excess Holdings Class B Common Shares Beneficially Owned by such Excess Holder at any meeting of stockholders of Holdings after the Merger Effective Time, however called, or at any adjournment or postponement thereof, or to execute one or more written consents in respect of such Excess Holdings Class B Common Shares, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings. (ii) The proxies granted pursuant to Section 3(b)(i) shall (A) be valid and irrevocable until the termination of this Agreement in accordance with respect its terms (even if such period is longer than three years from the date hereof), (B) automatically terminate upon the termination of this Agreement in accordance with its terms and (C) not apply to the matters set forth hereinany Member Shares which were Transferred to any Person (other than a Member, including without limitationany Permitted Transferee). Each Excess Holder represents that any and all other proxies heretofore given in respect of his or her Excess Holdings Class B Common Shares, each are revocable, and that such other proxies either have been revoked or are hereby revoked. Each Excess Holder affirms that the foregoing proxies are: (x) given (I) in connection with the execution and adoption of the matters described in Sections 2.1 Merger Agreement and 2.3 (II) to secure the performance of such Excess Holder's duties under this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (iy) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL prior to termination of this Agreement. (iii) The foregoing proxy shall be irrevocable unless binding upon the applicable Excess Holder's heirs, estate, administrators, personal representatives and until this Agreement or any such rights granted hereunder terminate or expire pursuant to successors. (iv) It is hereby acknowledged by the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterparties hereto that, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any as of the Shareholder’s Owned Shares, deposit any date hereof and as of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement)Merger Effective Time, arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting Certificate of any Incorporation of any Holdings prohibits and will prohibit action taken by written consent of the Shareholder’s Owned Shares, stockholders of Holdings in each case, with respect to any lieu of the matters set forth hereina meeting.

Proxy. The Shareholder (a) Prior to the Expiration Date, Stockholder hereby constitutes (i) grants to, and appoints the President of appoints, Parent, and any person designated by Parent, and each of them individually, Xxxxxxxxxxx’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for and in the name, place and stead of Stockholder, to vote all of the Covered Shares or execute and deliver a consent or approval in respect of the Covered Shares (or cause any vote or consent to be provided in respect to all of the Covered Shares), in accordance with the terms of Section 2 hereof, solely with respect to matters set forth in Sections 2(a) – (d) hereof, and (ii) revokes any and all proxies heretofore given in respect of the Covered Shares. For the avoidance of doubt, nothing herein shall restrict Stockholder from voting or granting consents or approvals in respect of the Covered Shares for any matters other than those set forth in Sections 2(a) – (d) hereof. (b) The attorneys-in-fact and proxies named above are hereby authorized and empowered by Stockholder at any time after the date hereof and prior to the Expiration Date to act as Stockholder’s attorney-in-fact and proxy to vote the Shareholder’s proxy Covered Shares, and to exercise all voting, consent and similar rights of Stockholder with respect to the Covered Shares (including the power to execute and deliver written consents), solely with respect to matters set forth herein, including without limitation, each of the matters described in Sections 2.1 2(a) – (d) hereof, at the Company Stockholder Meeting and 2.3 any other annual or special meeting of this Agreement, stockholders and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or every action by written consent) consent in lieu of such a manner that is inconsistent meeting in accordance with the terms of this AgreementSection 2 hereof. (c) Stockholder hereby represents and warrants to Parent that any proxies heretofore given in respect of the Covered Shares are not irrevocable and that any such proxies are hereby revoked, all and Stockholder agrees to promptly notify the Company of such Shareholder’s Owned Shares revocation. Stockholder hereby affirms that the proxy granted herein is given in connection with the manner contemplated by Sections 2.1 execution of the Merger Agreement and 2.3 that such proxy is given to secure the performance of the duties of Stockholder under this Agreement. The Stockholder hereby further affirms that the proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, herein is coupled with an interest sufficient at law to support the creation of a proxy and shall power of attorney and may under no circumstances be irrevocable unless revoked. Stockholder hereby ratifies and until this Agreement confirms all that such proxy may lawfully do or any such rights granted hereunder terminate or expire pursuant cause to the terms be done by virtue hereof. The Shareholder hereby revokes any and all previous proxies Stockholder agrees to vote the Covered Shares in accordance with Section 2 hereof, solely with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinin Sections 2(a) – (d) hereof. Notwithstanding anything to the contrary in this Agreement, the proxy and attorney-in-fact granted by Stockholder pursuant to this Section 4, and all other obligations and covenants of Stockholder set forth in this Section 4, shall be revocable by Stockholder upon the termination of the Merger Agreement pursuant to and in accordance with its terms.

Proxy. The Shareholder hereby constitutes and appoints the President of ParentConnectOne, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent ConnectOne to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder hereby constitutes and appoints the President of Parentthe Company, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The If so requested by the Company, the Shareholder hereby constitutes shall constitute and appoints appoint the President of Parentthe Company (or another person designated by the Company), with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes shall authorize such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The agreement to grant a proxy granted if requested pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is the proxy shall be coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Upon granting such a proxy, the Shareholder hereby revokes shall revoke any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterthereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder hereby constitutes and appoints the President of ParentConnectOne until the Restricted Transfer Termination Date (at which time this proxy shall automatically be revoked), with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections Section 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections Section 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent ConnectOne to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinherein (other than the granting of a proxy in connection with the Company Shareholder Meeting to vote in a manner consistent with Section 2.1 of this Agreement).

Proxy. The Shareholder Each Pledgor hereby irrevocably constitutes and appoints each Secured Party and the President Collateral Agent, as agent for the Secured Parties, whether or not the Shares have been transferred into the name of Parentthe Secured Parties, as such Pledgor's proxy and attorney-in-fact with respect to his Shares, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each (a) attend meetings of the matters described in Sections 2.1 and 2.3 holders of the Common Stock held after the date of this Agreement, and to vote the Shares at those meetings in such manner as such attorney-in-fact shall, in its sole and absolute discretion, deem appropriate, (b) consent or withhold consent, in the sole and absolute discretion of such attorney-in-fact, to any action for which consent of the shareholders of the Company is or may be necessary or appropriate, and (c) do all things and exercise all rights, powers, privileges and remedies to which an owner of the Shares would be entitled, giving and granting unto such attorney-in-fact full power of substitution and revocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), neither the Collateral Agent, nor the Secured Parties, nor any of them, shall have the right to perform, exercise, take or assert any of the Proxy Rights unless and until there shall have occurred an Event of Default (as that term is defined below). Except upon the occurrence and during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Shares or any part thereof for any purpose. Each Pledgor hereby authorizes such revokes all proxies heretofore given and agrees not to grant any proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in any person or by written consent) persons with respect to his Shares other than as granted herein for so long as this Agreement is in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementforce. The appointment of the Secured Parties and the Collateral Agent as proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, and attorney-in-fact is coupled with an interest and shall be irrevocable unless until all of the Obligations have been satisfied. The Proxy Rights shall be effective, automatically and until this Agreement without the necessity of any action (including any transfer of any Shares on the record books of the Company) by any person (including the Company or any such rights granted hereunder terminate officer or expire pursuant agent thereof), upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any Proxy Right or to preserve the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares same and shall not hereafter, unless and until this Agreement be liable for any failure to do so or for any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, delay in each case, with respect to any of the matters set forth hereindoing so.

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, grants a proxy appointing Parent as Shareholder’s attorney-in-fact (with full power of substitution) and proxy, as the for and in Shareholder’s name, place and stead to vote, express consent or dissent, or otherwise to utilize such voting power, in each case solely to the extent and in the manner specified in Section 1.01 and covenants not to revoke such proxy except to permit Shareholder to attend the Shareholders Meeting or any other meeting of the shareholders of the Company, however called, including any adjournment, recess or postponement thereof, and vote the Covered Shares in the manner specified in Section 1.01. Shareholder also hereby appoints and authorizes Parent and each of its directors, officers and attorneys to be its duly authorized corporate representative in accordance with and for the purposes of Bye-law 84 of the Bye-laws of the Company and Section 78 of the Bermuda Companies Act, whereby such authorized person may for and in Shareholder’s name, place and stead, attend, vote, express consent or dissent, or otherwise utilize such voting power with respect to the Covered Shares at or in relation to any general meeting of the shareholders of the Company, in each case solely to the extent and in the manner specified in Section 1.01. Shareholder hereby affirms that the proxy granted by Shareholder and the appointment and authorization of the corporate representative pursuant to this Section 1.03 is granted in consideration of Parent entering into this Agreement, the Merger Agreement and the Statutory Merger Agreement and that such proxy is given to secure the performance of the duties of Shareholder under this Agreement. Shareholder hereby revokes any proxies heretofore given in respect of any Covered Shares with respect to the matters set forth hereinspecified in Section 1.01, including without limitation, each of except for the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this AgreementStanding Proxies. The proxy granted by Shareholder and the appointment and authorization of the corporate representative pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and this Section 1.03 by Shareholder shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power deemed revoked automatically upon termination of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder (a) While this Agreement is in effect, Seller hereby constitutes irrevocably grants to, and appoints Buyer, and any individual designated in writing by Buyer, and each of them individually, as the President of ParentSeller's proxy, agent and attorney-in-fact (with full power of substitution), as for and in the Shareholder’s proxy name, place and stead of Seller, to vote (or cause to be voted) the Voting Securities, or grant a consent or approval in respect of the Voting Securities, in each case, with respect to the matters set forth hereina Subject Proposal, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner consistent with Section 7 above, but as to no other matter. (b) Seller understands and acknowledges that Buyer is inconsistent with entering into the terms of this Agreement, all of such Shareholder’s Owned Shares Merger Agreement in the manner contemplated by Sections 2.1 reliance upon Seller's execution and 2.3 delivery of this Agreement. The Seller hereby affirms that the irrevocable proxy granted pursuant to set forth in this Section 8 is given in connection with the immediately preceding sentence execution of the Merger Agreement, and that such irrevocable proxy is given to induce Parent to execute secure the Merger Agreement and, as such, performance of the duties of the Seller under this Agreement. Seller hereby further affirms that the irrevocable proxy is coupled with an interest and shall may under no circumstances be revoked prior to the expiration of this Agreement. Seller hereby 5 6 ratifies and confirms all that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable unless in accordance with the provisions of 10-722 of the Arizona Business Corporation Law. Seller will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies proxy previously granted by it with respect to the Shareholder’s Owned Shares and Voting Securities that would be inconsistent with the proxy granted pursuant to this Section 8. Seller shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire terminates pursuant to the terms Section 11 hereof, purport to vote (or execute a consent with respect thereto) the Voting Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned SharesVoting Securities to vote with respect to any Subject Proposal, deposit any of the Shareholder’s Owned Shares Voting Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to votevote with respect to any Subject Proposal, or grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, such Voting Securities with respect to any of the matters set forth hereinSubject Proposal.

Proxy. The Shareholder (a) In order to effectuate the provisions of Section 4.1 hereof, each holder of Employee Securities hereby constitutes grants to each of (i) Vestar V, and appoints (ii) Xx. Xxxxxxxx, or if Xx. Xxxxxxxx shall cease to be the President Chief Executive Officer of ParentOpco, with full to the then-current Chief Executive Officer of Opco, or if the Chief Executive Officer of Opco shall be unable to exercise this proxy due to illness or absence or if the position of Chief Executive Officer of Opco shall be vacant, to the Chief Financial Officer of Opco, each such person to have the power to act independently, a proxy to vote at any annual or special meeting of substitutionCompany Securityholders, as the Shareholder’s proxy or to take any action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the Company Securities owned or held of record by such holder in connection with the matters set forth hereinin Section 4.1 hereof in accordance with the provisions of Section 4.1 hereof. Each of the proxies granted hereby is irrevocable and is coupled with an interest. (b) In order to effectuate the provisions of Section 4.2 hereof, including without limitationeach holder of Company Securities, and the Company, as a holder of Holdings Securities, hereby grant to the Majority Preferred Stockholders exercising their rights pursuant to Section 4.2, a proxy to vote at any annual or special meeting of Company Securityholders or, in the case of the proxy from the Company, any annual or special meeting of Holdings, and to take any action by written consent in lieu of such meeting with respect to, or to otherwise take action in respect of, all of the Company Securities and all of the Holdings Securities, if applicable, owned or held of record by such holder in connection with the matters set forth in Section 4.2 hereof in accordance with the provisions of Section 4.2 hereof. Each of the proxies granted hereby is irrevocable and is coupled with an interest. (c) To effectuate the provisions of this Article II, the secretary of each of the matters described in Sections 2.1 Company and 2.3 each of this Agreementthe aforementioned Subsidiaries of the Company, and hereby authorizes or if there be no secretary such proxy other officer or employee of the Company or such Subsidiaries as the board of directors (or similar governing body) of the Company or such Subsidiaries may appoint to represent and to votefulfill the duties of the secretary, if and only if the Shareholder (i) fails to shall not record any vote or (ii) attempts consent or other action contrary to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth hereinArticle II.

Proxy. The (a) During the time this Agreement is in effect, Shareholder hereby constitutes irrevocably grants to, and appoints appoints, and agrees from time to time to grant to, and appoint, Parent and Acquiror, or any of them, and any individual designated in writing by any of them, and each of them individually, as the President of ParentShareholder's proxy, agent and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of the Shareholder’s proxy , to vote (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) The Shareholder understands and acknowledges that Parent and Acquiror are entering into the matters Acquisition Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. The Shareholder hereby affirms that the proxy set forth herein, including without limitation, each of in this Section 1.02 is given in connection with the matters described in Sections 2.1 and 2.3 execution of this Agreement, and hereby authorizes that such proxy is given to represent and to vote, if and only if secure the performance of the duties of the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of under this Agreement. The Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to its Securities that would be inconsistent with the proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofSection 1.02(a). The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire terminates pursuant to the terms Section 5.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesits Securities to vote with respect to any Subject Proposal, deposit any of the Shareholder’s Owned Shares its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to votevote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, such Securities with respect to any of the matters set forth hereinSubject Proposal.

Proxy. The (a) During the time this Agreement is in effect, each Shareholder hereby constitutes irrevocably grants to, and appoints the President appoints, and agrees from time to time to grant to, and appoint, Parent and Acquiror, or any of Parentthem, and any individual designated in writing by any of them, and each of them individually, as such Shareholder's proxy, agent and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of such Shareholder’s proxy , to vote (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) Each Shareholder understands and acknowledges that Parent and Acquiror are entering into the matters Acquisition Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the proxy set forth herein, including without limitation, each of in this Section 1.02 is given in connection with the matters described in Sections 2.1 and 2.3 execution of this Agreement, and hereby authorizes that such proxy is given to represent secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to vote, if be done by virtue hereof. Each Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and only if the Shareholder (i) fails hereby revokes any proxy previously granted by it with respect to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner its Securities that is would be inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofSection 1.02(a). The Each Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire terminates pursuant to the terms Section 5.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesits Securities to vote with respect to any Subject Proposal, deposit any of the Shareholder’s Owned Shares its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to votevote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, such Securities with respect to any of the matters set forth hereinSubject Proposal.

Proxy. The In furtherance of each Shareholder's agreement in Section 1(a) above, but subject to the following sentence, each Shareholder hereby constitutes appoints Parent and appoints the President Parent's designees, and each of Parentthem individually, as such Shareholder's proxy and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of such Shareholder’s , to vote all Shareholder Shares (at any meeting of shareholders of the Company however called or any adjournment thereof) held by such Shareholder, or to execute one or more written consents in respect of the Shareholder Shares held by such Shareholder, (i) in favor of the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Competing Proposal (including a Competing Proposal that may constitute a Superior Proposal) and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Articles of Incorporation and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Except with respect to the matters set forth herein, including without limitationPledge (as defined below), each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares held by such Shareholder are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (x) given (I) in connection with the execution of the matters described in Sections 2.1 Merger Agreement and 2.3 (II) to secure the performance of such Shareholder's duties under this Agreement, (y) may not be revoked except as otherwise provided in this Agreement and hereby authorizes such proxy (z) intended to represent and be irrevocable prior to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, termination of this Agreement in person or by written consent) in a manner that is inconsistent accordance with the terms provisions of this Agreementthe Pennsylvania Business Corporation Law of 1988, all as amended. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The (a) During the time this Agreement is in effect, each Shareholder hereby constitutes irrevocably grants to, and appoints the President appoints, and agrees from time to time to grant to, and appoint, Parent and Acquiror, or any of Parentthem, and any individual designated in writing by any of them, and each of them individually, as such Shareholder's proxy, agent and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of such Shareholder’s proxy , to vote (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) Each Shareholder understands and acknowledges that Parent and Acquiror are entering into the matters Acquisition Agreement in reliance upon such Shareholder's execution and delivery of this Agreement. Each Shareholder hereby affirms that the proxy set forth herein, including without limitation, each of in this Section 1.02 is given in connection with the matters described in Sections 2.1 and 2.3 execution of this Agreement, and hereby authorizes that such proxy is given to represent secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to vote, if be done by virtue hereof. Each Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and only if the Shareholder (i) fails hereby revokes any proxy previously granted by it with respect to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner its Securities that is would be inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofSection 1.02(a). The Each Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire terminates pursuant to the terms Section 4.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesits Securities to vote with respect to any Subject Proposal, deposit any of the Shareholder’s Owned Shares its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to votevote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, such Securities with respect to any of the matters set forth hereinSubject Proposal.

Proxy. The Shareholder hereby constitutes and appoints Concurrently with the President execution of Parentthis Agreement, with full power of substitutioneach Stockholder agrees to deliver to the Company a proxy in the form attached hereto as Exhibit A ("Proxy"), as which shall be irrevocable to the Shareholder’s proxy fullest extent permissible by law, with respect to the matters set forth hereinShares, including without limitation, each of subject to the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the other terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy Proxyholders (as defined in the Proxy) shall be entitled to exercise the rights granted to them in the Proxy in order to vote the Shares in the event and to the extent that the Stockholders fail to vote the Shares in accordance with Section 2.1. Each Stockholder represents, covenants and agrees that, except for (i) the Proxy granted pursuant to the immediately preceding sentence is given foregoing provisions of this Section 2.2; (ii) any proxy granted by the Stockholder to induce Parent another Stockholder in compliance with Section 2.1.2; (iii) any proxy or other voting agreement or understanding granted or entered into by the Stockholder to execute or with the Merger Agreement andCompany's Board, the Company or any officer thereof; (iii) any proxy or other voting agreement or understanding granted or entered into by the Stockholder with the approval of the Board; or (iv) as suchcontemplated by this Agreement: (a) Stockholder shall not, is coupled with an interest during the period commencing on the date hereof and shall be irrevocable unless and continuing until this Agreement or any such rights granted hereunder terminate or expire terminates pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterSection 6, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesattorney, or deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any a voting agreement (or other than this Agreement)voting arrangement, arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Shares (each a "Voting Proxy"), and (b) Stockholder has not granted, entered into or otherwise created any of Voting Proxy which is currently (or which will hereafter become) effective, and if any of the Shareholder’s Owned SharesVoting Proxy has been created, in each case, with respect to any of the matters set forth hereinsuch Voting Proxy is hereby revoked.

Proxy. The Shareholder (a) Each Stockholder hereby appoints and constitutes Gores Radio Holdings, LLC (together with its successors and appoints the President of Parentassigns, “Gores”) as its attorney and proxy with full power of substitutionsubstitution and resubstitution, as the Shareholderto vote, and otherwise act (by written consent or otherwise) with respect to such Stockholder’s proxy Subject Securities solely with respect to the matters set forth hereinin, including without limitationand in the manner contemplated by, each Section 3.1 and this Section 3.2; provided, that in any such vote or other action pursuant to such proxy, Gores shall not have the right (and such proxy shall not confer the right) to vote to reduce the Common Shares Aggregate Purchase Price or the Preferred Shares/Warrant Aggregate Purchase Price or to otherwise modify or amend the Purchase Agreement to reduce the rights or benefits of the matters described Company or the stockholders of the Company under the Purchase Agreement or to reduce the obligations of the Purchaser thereunder; and provided further, that this proxy and the voting obligations set forth in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy Agreement shall each irrevocably cease to represent and to vote, if and only if be in effect on the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with Expiration Date. Upon the terms execution of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated prior proxies given by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions each Stockholder with respect to the voting of any of any of such Stockholder’s Subject Securities in the Shareholder’s Owned Sharesmanner contemplated by Section 3.1 and this Section 3.2 shall be deemed revoked, in each case, and such Stockholder agrees that no subsequent proxies will be given with respect to any of such Stockholder’s Subject Securities with respect to the matters covered hereby. (b) This proxy is irrevocable, is coupled with an interest and is granted in consideration of the Purchaser entering into the Purchase Agreement. This proxy will terminate on the Expiration Date. (c) Until the Expiration Date, Gores will be empowered, and may exercise this proxy, to vote the Subject Securities at any time at any meeting of the stockholders of the Company, however called, and in connection with any written action by consent of stockholders of the Company (if then permitted) solely: (i) in favor of any of the items set forth hereinin Section 3.1(a); and (ii) against any of the items set forth in Section 3.1(b). (d) Each Stockholder may vote such Stockholder’s Subject Securities on all other matters not referred to in this proxy, and the attorneys and proxies named above may not exercise this proxy with respect to such other matters. (e) This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of each Stockholder.

Proxy. The In furtherance of each Shareholder’s agreement in Section 1(a) above, but subject to the following sentence, each Shareholder hereby constitutes appoints Parent and appoints the President Parent’s designees, and each of Parentthem individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of such Shareholder’s , to vote all Shareholder Shares (at any meeting of shareholders of the Company however called or any adjournment thereof) held by such Shareholder, or to execute one or more written consents in respect of the Shareholder Shares held by such Shareholder, (i) in favor of the adoption of the Merger Agreement and the approval of the other transactions contemplated by the Merger Agreement, (ii) against any action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Competing Proposal (including a Competing Proposal that may constitute a Superior Proposal) and (iv) against any agreement (including, without limitation, any amendment of any agreement), amendment of the Articles of Incorporation and Bylaws or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 3 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Except with respect to the matters set forth herein, including without limitationPledge (as defined below), each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares held by such Shareholder are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (x) given (I) in connection with the execution of the matters described in Sections 2.1 Merger Agreement and 2.3 of this Agreement, and hereby authorizes such proxy (II) to represent and to vote, if and only if secure the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all performance of such Shareholder’s Owned Shares duties under this Agreement, (y) may not be revoked except as otherwise provided in the manner contemplated by Sections 2.1 this Agreement and 2.3 (z) intended to be irrevocable prior to termination of this Agreement. The proxy granted pursuant to Agreement in accordance with the immediately preceding sentence is given to induce Parent to execute provisions of the Merger Agreement andPennsylvania Business Corporation Law of 1988, as such, is coupled with an interest amended. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be irrevocable unless binding upon the heirs, estate, administrators, personal representatives, successors and until this Agreement or any assigns of such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder hereby constitutes Concurrently with the execution of this Agreement, Piton and appoints each other Stockholder has delivered to the President of ParentCompany a proxy in the form attached hereto as Exhibit B (“Proxy”), with full power of substitutionwhich shall be irrevocable to the fullest extent permissible by law, as the Shareholder’s proxy with respect to the matters set forth hereinExcess Shares, including without limitation, each of subject to the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the other terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy Proxyholders (as defined in the Proxy) shall be entitled to exercise the rights granted to them in the Proxy in order to vote the Excess Shares in the event and to the extent that Piton or any of the other Stockholders fail to vote the Excess Shares in accordance with Section 2.1. Piton and each other Stockholder represents, covenants and agrees that, except for (i) the Proxy granted pursuant to the immediately preceding sentence is given foregoing provisions of this Section 2.2; (ii) any proxy granted by Piton or any other Stockholder to induce Parent another Stockholder in compliance with Section 2.1.2; (iii) any proxy or other voting agreement or understanding granted or entered into by Piton or any other Stockholder to execute or with the Merger Agreement andCompany’s Board, the Company or any officer thereof; (iv) any proxy or other voting agreement or understanding granted or entered into by Piton or any other Stockholder with the approval of the Board; or (v) as suchcontemplated by this Agreement: (1) neither Piton nor any other Stockholder shall, is coupled with an interest during the period commencing on the date hereof and shall be irrevocable unless and continuing until this Agreement or any such rights granted hereunder terminate or expire terminates pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterSection 6, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesattorney, or deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any a voting agreement (or other than this Agreement)voting arrangement, arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of the Shares (each a “Voting Proxy”), and (2) neither Piton nor any other Stockholder has granted, entered into or otherwise created any Voting Proxy which is currently (or which will hereafter become) effective, and if any Voting Proxy has been created, such Voting Proxy is hereby revoked (it being acknowledged and agreed that any ability of any Piton’s trading manager, Kokino LLC, and employees of the Shareholder’s Owned Shares, in each case, with respect Kokino LLC to any of the matters set forth hereinvote Shares owned by Piton is not a Voting Proxy).

Proxy. The Shareholder Each Pledgor hereby irrevocably constitutes and appoints the President Collateral Agent, as agent for the Secured Parties, whether or not the Shares have been transferred into the name of Parentthe Secured Parties, as such Pledgor's proxy and attorney-in-fact with respect to his Shares, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each (a) attend meetings of the matters described in Sections 2.1 and 2.3 holders of the Common Stock held after the date of this Agreement, and to vote the Shares at those meetings in such manner as such attorney-in-fact shall, in his sole and absolute discretion, deem appropriate, (b) consent or withhold consent, in the sole and absolute discretion of such attorney-in-fact, to any action for which consent of the shareholders of the Company is or may be necessary or appropriate, and (c) do all things and exercise all rights, powers, privileges and remedies to which an owner of the Shares would be entitled, giving and granting unto such attorney-in-fact full power of substitution and revocation. Notwithstanding the provisions contained in the preceding sentence (hereinafter referred to as the "Proxy Rights"), neither the Collateral Agent, nor the Secured Parties, nor any of them, shall have the right to perform, exercise, take or assert any of the Proxy Rights unless and until there shall have occurred an Event of Default (as that term is defined below). Except upon the occurrence and during the continuation of an Event of Default, each Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Shares or any part thereof for any purpose. Each Pledgor hereby authorizes such revokes all proxies heretofore given and agrees not to grant any proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in any person or by written consent) persons with respect to his Shares other than as granted herein for so long as this Agreement is in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementforce. The appointment of the Secured Parties and the Collateral Agent as proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, and attorney-in-fact is coupled with an interest and shall be irrevocable unless until all of the Obligations have been satisfied. The Proxy Rights shall be effective, automatically and until this Agreement without the necessity of any action (including any transfer of any Shares on the record books of the Company) by any person (including the Company or any such rights granted hereunder terminate officer or expire pursuant agent thereof), upon the occurrence and during the continuance of an Event of Default. Notwithstanding the foregoing, neither the Collateral Agent nor any Secured Party shall have any duty to exercise any Proxy Right or to preserve the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares same and shall not hereafter, unless and until this Agreement be liable for any failure to do so or for any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, delay in each case, with respect to any of the matters set forth hereindoing so.

Proxy. The If so requested by the Company, each Shareholder hereby constitutes shall constitute and appoints appoint such person designated by the President of ParentCompany, with full power of substitution and re-substitution, as the such Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 1 and 2.3 of this Agreement5, and hereby authorizes shall authorize such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 1 and 2.3 of this Agreement5. The agreement to grant a proxy granted if requested pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is the proxy shall be coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Upon granting such a proxy, the Shareholder hereby revokes shall revoke any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterthereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein. Notwithstanding any of the foregoing, in the event this Agreement terminates in accordance with Section 8(b)(i) or 8(b)(iii), any proxy granted by the Shareholders to the Company or its designee shall automatically be revoked and terminate.

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent and the Parent’s Bank to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder Each party to this Agreement hereby constitutes and appoints the President and Secretary of Parentthe Company, and each of them, with full power of substitution, as the Shareholder’s proxy proxies of the party with respect to the matters set forth herein, including without limitation, each election of persons as members of the matters described Company’s Board of Directors in Sections 2.1 and 2.3 of this Agreementaccordance herewith, and hereby authorizes such proxy each of them to represent and to vote, if and only if the Shareholder party (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) ), in a manner that which is inconsistent with the terms of this Agreement, all of such Shareholderparty’s Owned Shares in favor of the manner contemplated by Sections 2.1 election of persons as members of the Company’s Board of Directors determined pursuant to and 2.3 in accordance with the terms and provisions of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute in consideration of the Merger agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or any such rights granted hereunder terminate or expire expires pursuant to the terms Section 2 hereof. The Shareholder Each party hereto hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement terminates or any rights granted hereunder terminate or expire expires pursuant to the terms Section 2 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein.

Proxy. The Shareholder (i) In furtherance of the agreement of the Excess Holders in Section 3(a) above, but subject to clause (ii) below, each such Excess Holder hereby irrevocably constitutes and appoints Holdings and any officer(s) or directors of Holdings designated as proxy or proxies by Holdings as its attorney-in-fact and proxy in accordance with the President of Parent, DGCL (with full power of substitution and re-substitution), as for and in the Shareholder’s proxy name, place and stead of such Excess Holder, to vote the Excess Holdings Class B Common Shares Beneficially Owned by such Excess Holder at any meeting of stockholders of Holdings after the Merger Effective Time, however called, or at any adjournment or postponement thereof, or to execute one or more written consents in respect of such Excess Holdings Class B Common Shares, in the same manner as, and in the same proportion to, the votes or actions of all Holdings stockholders, other than the votes or actions of the Members and their Affiliates, at any such meeting of the stockholders of Holdings or under any such other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) is sought by or from the stockholders of Holdings. (ii) The proxies granted pursuant to Section 3(b)(i) shall (A) be valid and irrevocable until the termination of this Agreement in accordance with respect its terms (even if such period is longer than three years from the date hereof), (B) automatically terminate upon the termination of this Agreement in accordance with its terms and (C) not apply to the matters set forth hereinany Member Shares which were Transferred to any Person (other than a Member, including without limitationany Permitted Transferee). Each Excess Holder represents that any and all other proxies heretofore given in respect of his or her Excess Holdings Class B Common Shares, each are revocable, and that such other proxies either have been revoked or are hereby revoked. Each Excess Holder affirms that the foregoing proxies are: (x) given (I) in connection with the execution and adoption of the matters described in Sections 2.1 Merger Agreement and 2.3 (II) to secure the performance of such Excess Holder’s duties under this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (iy) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL prior to termination of this Agreement. (iii) The foregoing proxy shall be irrevocable unless binding upon the applicable Excess Holder’s heirs, estate, administrators, personal representatives and until this Agreement or any such rights granted hereunder terminate or expire pursuant to successors. (iv) It is hereby acknowledged by the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafterparties hereto that, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any as of the Shareholder’s Owned Shares, deposit any date hereof and as of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement)Merger Effective Time, arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting Certificate of any Incorporation of any Holdings prohibits and will prohibit action taken by written consent of the Shareholder’s Owned Shares, stockholders of Holdings in each case, with respect to any lieu of the matters set forth hereina meeting.

Proxy. The (a) During the time this Agreement is in effect, the Shareholder hereby constitutes irrevocably grants to, and appoints appoints, and agrees from time to time to grant to, and appoint, Parent and Acquiror, or either of them, and any individual designated in writing by either of them, and each of them individually, as the President of ParentShareholder's proxy, agent and attorney-in-fact (with full power of substitution), as for and in the name, place and stead of the Shareholder’s proxy , to vote (or cause to be voted) its Securities, or grant a consent or approval in respect of its Securities, in each case, with respect to any Subject Proposal, in a manner consistent with Section 1.01 above. (b) The Shareholder understands and acknowledges that Parent and Acquiror are entering into the matters Acquisition Agreement in reliance upon the Shareholder's execution and delivery of this Agreement. The Shareholder hereby affirms that the proxy set forth herein, including without limitation, each of in this Section 1.02 is given in connection with the matters described in Sections 2.1 and 2.3 execution of this Agreement, and hereby authorizes that such proxy is given to represent and to vote, if and only if secure the performance of the duties of the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of under this Agreement. The Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by it with respect to its Securities that would be inconsistent with the proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofSection 1.02(a). The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire terminates pursuant to the terms Section 4.01 hereof, purport to vote (or execute a consent with respect to) its Securities with respect to any Subject Proposal (other than through this irrevocable proxy) or grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Sharesits Securities to vote with respect to any Subject Proposal, deposit any of the Shareholder’s Owned Shares its Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entityperson, directly or indirectly, to votevote with respect to any such Subject Proposal, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, such Securities with respect to any of the matters set forth hereinSubject Proposal.

Proxy. The Shareholder If, and only if, the Stockholder fails to comply with the provisions of Section 1.1, the Stockholder hereby constitutes agrees that such failure shall result, without any further action by the Stockholder effective as of the date of such failure, in the constitution and appoints appointment of Parent and each of its executive officers from and after the President date of Parentsuch determination until the termination of this Agreement (at which time such constitution and appointment shall automatically be revoked) as the Stockholder's attorney, agent and proxy (such constitution, the "Irrevocable Proxy"), with full power of substitution, as the Shareholder’s proxy to vote and otherwise act with respect to all the Stockholder's Subject Shares, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, on the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreementspecified in Section 1.1 hereof. THIS PROXY AND THE POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST, AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, SHALL BE VALID AND BINDING ON ANY PERSON TO WHOM THE STOCKHOLDER MAY TRANSFER ANY OF ITS SHARES IN BREACH OF, OR IN ACCORDANCE WITH, THIS AGREEMENT. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder Stockholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Subject Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant other voting securities of the Company that relate to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any approval of the matters set forth hereindescribed in Section 1.1 hereof and are inconsistent with this Agreement. All authority herein conferred or agreed to be conferred shall survive the dissolution or bankruptcy of the Stockholder and shall be binding upon the successors and assigns of the Stockholder.

Proxy. The Shareholder hereby constitutes and appoints the President of Parent, with full power of substitution, as the Shareholder’s proxy with respect to the matters set forth herein, including without limitation, each of the matters described in Sections 2.1 and 2.3 of this Agreement, and hereby authorizes such proxy to represent and to vote, if and only if the Shareholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner that is inconsistent with the terms of this Agreement, all of such Shareholder’s Owned Shares in the manner contemplated by Sections 2.1 and 2.3 of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Shareholder hereby revokes any and all previous proxies with respect to the Shareholder’s Owned Shares and shall not hereafter, unless and until this Agreement or any rights granted hereunder terminate or expire pursuant to the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shareholder’s Owned Shares, deposit any of the Shareholder’s Owned Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person or entity, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of any of the Shareholder’s Owned Shares, in each case, with respect to any of the matters set forth herein. All obligations set forth in this Section 3.6 with respect to Company Preferred Shares shall apply only to the extent, if any, that the Company Preferred Shares have voting rights associated with them with respect to the matter presented to the Company’s shareholders.