Common use of Proxy Clause in Contracts

Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Parent, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01.

Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its or his Covered SharesOwned Common Stock. By entering into this AgreementIf and to the extent that a Stockholder fails to abide by the provisions of Section 2.1 hereof, each such Stockholder hereby grants a proxy appointing Parent, with full power of substitution and re-substitution, as such Stockholder’s 's attorney-in-fact and proxy, for and in such Stockholder’s 's name, to be counted as present and to vote (including by written consent, if applicable) or otherwise to act on behalf of such the Stockholder with respect to his Covered Shares its Owned Common Stock solely with respect to the matters set forth in, and in the manner contemplated by by, Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares2.1. The proxy granted by each Stockholder pursuant to this Section 2.02 2.4 is, subject to the penultimate sentence of this Section 2.022.4, irrevocable and is coupled with an interest, in accordance with Section 212(e) of the DGCL and is granted in order to secure such Stockholder’s 's performance under this Agreement and also in consideration of Parent the Purchaser Parties entering into this Agreement and the Merger Agreement. If and only if any Stockholder fails for any reason to be counted as present or to vote (including by written consent, if applicable) such Stockholder’s Covered Shares 's Owned Common Stock in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section)2.1 above, then then, subject to the terms and conditions hereof, Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares 's Owned Common Stock in accordance with the provisions of Section 2.012.1. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this AgreementExpiration Time, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.012.4.

Proxy. Each Stockholder hereby revokes irrevocably appoints as its proxy and attorney-in-fact Parent and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementPerson designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at the requirements Company Stockholder Meeting and at any annual or special meetings of Section 2.01 stockholders of the Company (or anticipatorily breaches such section), then Parent shall have adjournments or postponements thereof) prior to the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder agrees, has not delivered to the Secretary of the Company at least five Business Days prior to the meeting at which any of the matters described in ‎Section 2.01 is to be considered a duly executed irrevocable proxy card (provided that sensitive information such as account numbers may be redacted from the date hereof until proxy card provided to Parent) validly directing that such Stockholder’s Covered Shares be voted in accordance with ‎Section 2.01; provided, further, for the avoidance of doubt, that such proxy and voting and related rights are expressly limited to those matters set forth in Section 2.01 that are presented for consideration to the Company’s stockholders generally, and each Stockholder shall retain at all times the to vote such Stockholder’s Covered Shares (or to direct how such Covered Shares shall be voted) in such Stockholder’s sole discretion and without any other limitation on any other matters. This proxy contemplated hereby, if it becomes effective, is coupled with an interest, is given as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination of this AgreementAgreement in accordance with ‎Section 5.01, not at which time any such proxy shall automatically terminate. Parent may terminate this proxy with respect to attempt such Stockholder at any time at its sole election by written notice provided to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such Stockholder.

Proxy. Each Stockholder hereby revokes (a) On the day ARC or any of its affiliates acquires the Series D-1 Shares (the “Purchase Date”), ARC shall, or shall cause its affiliates to, irrevocably grant to, and all previous proxies granted with respect appoint, the Special Committee of the Board of Directors of the Company (the “Board”) comprised of Mxxx Xxxxxxxx, Dxxx Xxxx and C. Txxxxx XxXxxxxx (the “Committee”) (and if any member of such Committee no longer serves on such Committee for any reason, then the remaining member or members of such Committee, in each case acting by a majority, and if none of the three individuals named above serve on the Committee, the Board may then appoint such other independent director(s) to its or his Covered Shares. By entering into this Agreementthe Committee that are reasonably acceptable to ARC and Luxor Capital Partners, each Stockholder hereby grants a LP), ARC’s proxy appointing Parent, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy(with full power of substitution), for and in such Stockholder’s the name, to be counted as present place and stead of ARC, to vote or otherwise cause to act be voted the Series D-1 Shares (in person or by proxy), as ARC would be required to vote the Series D-1 Shares in connection with any two Series D-1 Specified Matters to the extent Series D-1 Shares are entitled to a vote on such matters pursuant to the certificate of designation authorizing the Series D-1 Shares, and to exercise all powers that ARC would be entitled to exercise on any such matters if personally present, at any annual, special or other meeting of the stockholders of the Company and at any adjournment or adjournments thereof, and to execute any written consent of stockholders on behalf of ARC in lieu of such Stockholder with respect to his Covered Shares with respect meeting or otherwise; provided, further, that to the matters set forth inextent the first or the second Series D-1 Specified Matter requires one or more votes of the Company stockholders in order to effectuate an agreed, specific transaction (or any related transaction or a series of related transactions, including any amendments to the certificate of incorporation or any certificate of designation of the Company necessitated by such transactions), then such additional stockholder votes shall all be deemed to relate to one Series D-1 Specified Matter and the Committee may use the Proxy in the manner contemplated by Section 2.01 as connection with any such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Sharesadditional stockholder votes. The proxy granted by each Stockholder pursuant to set forth in this Section 2.02 is, subject 1.1(a) is hereinafter referred to as the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01“Proxy”.

Proxy. Each In order to fully implement the agreement of each Stockholder hereby revokes any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementset forth in Section 2.1 above, each Stockholder hereby grants a proxy appointing irrevocably appoints Parent, with full power of substitution (Parent and re-substitutionits substitutes being referred to herein as the "Proxy"), as the true and lawful attorney and proxy of such Stockholder’s attorney-in-fact Stockholder to vote all Stockholder Shares of such Stockholder on matters as to which such Stockholder is entitled to vote at a meeting of the stockholders of the Company or to which such Stockholder is entitled to express consent or dissent to corporate action in writing without a meeting of stockholders, in the Proxy's absolute, sole and proxybinding discretion, for and on the matters specified in Section 2.1 above. Each Stockholder agrees that the Proxy may, in such Stockholder’s name's name and stead, to be counted as present (i) attend any annual or special meeting of the stockholders of the Company and to vote or otherwise to act on behalf all Stockholder Shares of such Stockholder at any such annual or special meeting as to the matters specified in Section 2.1 above, and (ii) execute with respect to his Covered all Stockholder Shares of such Stockholder any written consent to, or dissent from, corporate action respecting any matter specified in Section 2.1 above. Such Stockholder agrees to refrain from (A) voting the Stockholder Shares of such Stockholder at any annual or special meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (B) executing any written consent in lieu of a meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, and (C) granting any proxy or authorization to any person with respect to the matters set forth invoting of the Stockholder Shares of such Stockholder, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder except pursuant to this Section 2.02 isAgreement, subject or taking any action contrary to or in any manner inconsistent with the penultimate sentence terms of this Agreement. Each Stockholder hereby waives, and agrees not to exercise or assert, any appraisal rights under Section 2.02, 262 of the Delaware General Corporation Law in connection with the Merger. Each Stockholder agrees that this grant of proxy and appointment of attorney is irrevocable and is coupled with an interestinterest and agrees that the person designated as Proxy pursuant hereto may at any time name any other person as its substituted Proxy to act pursuant hereto, and is granted in order either as to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason a specific matter or as to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01all matters.

Proxy. Each Stockholder hereby revokes irrevocably appoints as its proxy and attorney-in-fact, Xxxxxx X. Xxxxx, the Chief Executive Officer of Parent, Xxxxx X. Xxxxxxx, the Chief Financial Officer of Parent, and Xxxxxxx X. Xxxx, the General Counsel and Corporate Secretary of Parent, and any individual who shall hereafter succeed any such persons, and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementany other Person designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and (a) to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares execute written consents with respect to the Covered Shares (or portion thereof if the Covered Shares subject to this Agreement have been reduced pursuant to the provisions of Section 2.1(d)) of such Stockholder in accordance with Section 2.1(a)(ii) prior to the Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments thereof) at which any of the matters set forth indescribed in Section 2.1(a) is to be considered; and (b) prior to the Expiration Date, to execute and deliver to the Company not later than immediately after the Company Stockholder Approval the Consent on behalf of Weston; provided however, that such Stockholder’s grant of the proxy contemplated by this Section 2.3 shall be effective if, and in the manner contemplated by Section 2.01 as such proxy or his substitute shallonly if, in Parent’s sole discretion, deem proper (y) with respect to his Covered Shares. The proxy granted by each Section 2.3(a) above, such Stockholder pursuant to this Section 2.02 is, subject has not delivered to the penultimate sentence Secretary of this the Company at least ten Business Days prior to the meeting at which any of the matters described in Section 2.022.1 is to be considered a duly executed proxy card previously approved by Parent, irrevocable and that may only be revoked as of the Expiration Date, directing that the Covered Shares of such Stockholder be voted in accordance with Section 2.1(a) and (z) with respect to Section 2.3(b) above, such Stockholder has not delivered to the Secretary of the Company (with an executed copy also provided to Parent) as of immediately after it has received notice of the Company Stockholder Approval a duly executed Consent. This proxy, if it becomes effective, is coupled with an interest, and is granted in order given as an additional inducement of Parent to secure such Stockholder’s performance under this enter into the Merger Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its termsirrevocable prior to the Expiration Date, at which time any such proxy shall terminate. Each Stockholder agrees, from (solely in its capacity as such) shall take such further action or execute such other instruments as may be necessary to effectuate the date hereof until the termination intent of this Agreement, not proxy. Parent may terminate this proxy with respect to attempt such Stockholder at any time at its sole election by written notice provided to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such Stockholder.

Proxy. Each Stockholder of the NGP VIII Parties hereby revokes any and all previous proxies granted with respect to its or his Covered Sharesthe Subject Securities. By entering into this Agreement, each Stockholder of the NGP VIII Parties hereby grants a power-of-attorney and proxy appointing Parentthe General Partner (to be exercised by the Chief Executive Officer, the Chief Financial Officer, the General Counsel and the Corporate Secretary (or any of them individually) of the general partner of the General Partner), with full power of substitution and re-substitution, as such StockholderNGP VIII Party’s attorney-in-fact and proxy, for and in such StockholderNGP VIII Party’s name, to be counted as present and to vote vote, to execute written consents or otherwise to act on behalf of such Stockholder with respect to his Covered Shares NGP VIII Party with respect to the matters set forth in, Subject Securities in compliance with the obligations of the NGP VIII Parties pursuant to Section 1.1 and 1.2 (subject to the exclusions in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper Sections 1.1 and 1.2 with respect to his Covered Sharesthe Reserved Matters). The power-of-attorney and proxy granted by each Stockholder the NGP VIII Parties pursuant to this Section 2.02 is1.5 is irrevocable, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, shall survive and not be affected by the subsequent bankruptcy, dissolution or other similar event with respect to the principal, and is granted in order to secure such Stockholder’s the NGP VIII Parties’ performance under this Agreement and also in consideration of Parent the Partnership entering into this Agreement and the Merger Contribution Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The power-of-attorney and proxy granted by each Stockholder of the NGP VIII Parties continues for the term of this Agreement and shall be automatically revoked (a) upon termination of this Agreement in accordance with its termsterms and (b) with respect to any Subject Securities, upon Transfer of such Subject Securities to a non-Affiliate of the NGP VIII Parties provided that following such Transfer no NGP VIII Party Beneficially Owns such Subject Securities. Each Stockholder agrees, from the date hereof until the termination of this Agreement, The NGP VIII Parties agree not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.011.5.

Proxy. Each The Stockholder hereby revokes irrevocably appoints, and at the request of Parent will cause its Affiliates to irrevocably appoint, as its and their proxy and attorney-in-fact Parent and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementPerson designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s nameresubstitution, to be counted as present and to vote or otherwise to act on behalf of such the Covered Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at the requirements Company Stockholder Meeting and at any annual or special meetings of Section 2.01 stockholders of the Company (or anticipatorily breaches such section), then Parent shall have adjournments or postponements thereof) prior to the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that the Stockholder’s (and any such Affiliates’) grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, the Stockholder agrees(or such Affiliate, as applicable) has not delivered to the Secretary of the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in ‎Section 2.01 is to be considered a duly executed irrevocable proxy card in form and substance reasonably acceptable to Parent (provided that sensitive information such as account numbers may be redacted from the date hereof until proxy card provided to Parent) directing that the Covered Stockholder Shares be voted in accordance with ‎Section 2.01. This proxy (and any proxy granted by an Affiliate will be), if it becomes effective, is (or will be, as applicable) coupled with an interest, is (or will be, as applicable) given as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination of this AgreementAgreement in accordance with ‎Section 5.01, not at which time any such proxy shall terminate. The Stockholder (solely in its capacity as such) shall take such further actions or execute such other instruments (and shall cause its Affiliates to attempt do so) as may be reasonably necessary to revoke, frustrate effectuate the exercise of, intent of this proxy. Parent may terminate this proxy with respect to the Stockholder (or challenge any Affiliates) at any time at its sole election by written notice provided to the validity of, the irrevocable proxy granted pursuant to this Section 2.01Stockholder.

Proxy. Each Stockholder hereby revokes any and all previous proxies granted Solely with respect to its or his Covered Shares. By entering into this Agreementmatters described in Section 4, during the Support Period, each Stockholder hereby irrevocably and unconditionally grants a proxy appointing Parentto, with full power and appoints, Parent or any designee of substitution and re-substitution, Parent as such Stockholder’s proxy and attorney-in-fact and proxy(with full power of substitution), for and in the name, place and stead of such Stockholder’s name, to be counted as present and to vote or otherwise cause to act be voted (including by proxy or written consent, if applicable) the Shares on behalf the matters described in Section 4; provided that each Stockholder’s grant of the proxy contemplated by this Section 5 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 4 are to be considered, a duly executed irrevocable proxy card directing that all of their Shares be voted in accordance with Section 4; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 4, and each Stockholder with shall retain the authority to vote on all other matters. For the avoidance of doubt, nothing herein shall restrict a Stockholder from voting or granting consents or approvals in respect to his Covered of the Shares for any matters other than those set forth in Section 4. Each Stockholder hereby represents that any proxies heretofore given in respect of their Shares with respect to the matters specified by Section 4, if any, are revocable, and hereby revokes all other proxies. Each Stockholder hereby affirms that the irrevocable proxy set forth inin this Section 5, if it becomes effective, is given in connection with the execution of the Merger Agreement, and in that such irrevocable proxy is given to secure the manner contemplated by Section 2.01 as performance of the duties of such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered SharesStockholder under this Agreement. The proxy granted by each Stockholder pursuant to this Section 2.02 isparties hereby further affirm that the irrevocable proxy, subject to the penultimate sentence of this Section 2.02if it becomes effective, irrevocable and is coupled with an interest, interest and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason intended to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof irrevocable until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable at which time it will terminate automatically. If for any reason any proxy granted pursuant herein is not irrevocable and is revoked after it becomes effective, then the Stockholder agrees, until the termination of this Agreement, to this vote the Shares in accordance with Section 2.014, solely with respect to matters set forth in Section 4. The parties agree that the foregoing is a voting agreement.

Proxy. Each In order to fully implement the agreement of each Stockholder set forth in Section 1.1 above, the Stockholder hereby revokes any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing irrevocably appoints Parent, with full power of substitution (Parent and re-substitutionits substitutes being referred to herein as the “Proxy”), as such Stockholderthe true and lawful attorney and proxy of the Stockholder to vote all Stockholder Shares of the Stockholder on matters as to which the Stockholder is entitled to vote at a meeting of the stockholders of the Company or to which the Stockholder is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy’s attorney-in-fact absolute, sole and proxybinding discretion, for and on the matters specified in Section 1.1 above. The Stockholder agrees that the Proxy may, in such Stockholder’s namename and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Stockholder Shares of the Stockholder at any such annual or special meeting as to be counted as present the matters specified in Section 1.1 above, and to vote or otherwise to act on behalf of such Stockholder (ii) execute with respect to his Covered all Stockholder Shares of the Stockholder any written consent to, or dissent from, corporate action respecting any matter specified in Section 1.1 above. The Stockholder agrees to refrain from (A) voting the Stockholder Shares of the Stockholder at any annual or special meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (B) executing any written consent in lieu of a meeting of the stockholders of the Company in any manner inconsistent with the terms of this Agreement, (C) exercising any rights of dissent with respect to the matters set forth inStockholder Shares of the Stockholder, and in the manner contemplated by Section 2.01 as such (D) granting any proxy or his substitute shall, in Parent’s sole discretion, deem proper authorization to any person with respect to his Covered Shares. The proxy granted by each the voting of the Stockholder Shares of the Stockholder, except pursuant to this Section 2.02 isAgreement, subject or taking any action contrary to or in any manner inconsistent with the penultimate sentence terms of this Section 2.02, Agreement. The Stockholder agrees that this grant of proxy and appointment of attorney is irrevocable and is coupled with an interestinterest and agrees that the person designated as Proxy pursuant hereto may at any time name any other person as its substituted Proxy to act pursuant hereto, and is granted in order either as to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason a specific matter or as to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01all matters.

Proxy. Each Stockholder hereby revokes irrevocably appoints as its proxy and attorney-in-fact, Xxxxx Xxxxxxxxxx, Vice President and Assistant General Counsel of Parent, and Xxxxx Xxxxxx, Associate General Counsel and Secretary of Parent, and any individual who will hereafter succeed any such persons, and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementany other Person designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares execute written consents with respect to the Covered Shares of such Stockholder in accordance with Section 2.1(b) prior to the Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments thereof) at which any of the matters set forth indescribed in Section 2.1(b) is to be considered; provided however, in the exercise of any such vote or other action pursuant to the grant of such proxy contemplated by this Section 2.3, no holder of such proxy shall in any event have the right (and such proxy shall not confer the right) to vote against the Merger, to vote to reduce the Merger Consideration, or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the stockholders of the Company (including the Stockholders, both individually or in the aggregate) under the Merger Agreement or to reduce the obligations of the Parent thereunder; provided further, however that such Stockholder’s grant of the proxy contemplated by this Section 2.3 will be effective if, and in the manner contemplated by Section 2.01 as only if, such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject has not delivered to the penultimate sentence Secretary of this the Company, at least two business days prior to the meeting at which any of the matters described in Section 2.022.1(b) is to be considered, a duly executed irrevocable and proxy card directing that the Covered Shares of such Stockholder be voted in accordance with Section 2.1(b). This proxy, if it becomes effective, is coupled with an interest, and is granted in order given as an additional inducement of Parent to secure such Stockholder’s performance under this enter into the Merger Agreement and also in consideration of Parent entering into this Agreement and will be irrevocable prior to the Merger Agreement. If Expiration Date, at which time any Stockholder fails for such proxy will automatically terminate without any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with further action by the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its termsparties hereto. Each Stockholder agrees, from (solely in its capacity as such) will take such further action or execute such other instruments as may be necessary to effectuate the date hereof until the termination intent of this Agreement, not proxy. Parent may terminate this proxy with respect to attempt such Stockholder at any time at its sole election by written notice provided to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such Stockholder.

Proxy. Each Stockholder Shareholder hereby revokes irrevocably appoints, and at the request of Parent will cause its Affiliates to irrevocably appoint, as its and their proxy and attorney-in-fact, Parent and any Person designated in writing by Parent, and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s nameresubstitution, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his the Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shareholder Shares in accordance with the requirements of Section 2.01 at the Company Shareholders Meeting and at any annual or special meetings of shareholders of the Company (or anticipatorily breaches such section), then Parent shall have adjournments or postponements thereof) prior to the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agreesSection 5.01 at which any of the matters described in Section 2.01 is to be considered; provided, however, that such Shareholder’s (and any such Affiliates’) grant of the proxy contemplated by this Section 2.03 shall be effective if, and only if, such Shareholder (or such Affiliate, as applicable) has not delivered to the Secretary of the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.01 is to be considered a duly executed irrevocable proxy card in form and substance reasonably acceptable to Parent (provided that sensitive information such as account numbers may be redacted from the date hereof until proxy card provided to Parent) directing that the Covered Shareholder Shares be voted in accordance with Section 2.01. This proxy (and any proxy granted by an Affiliate of a Shareholder will be), if it becomes effective, is (or will be, as applicable) coupled with an interest, is (or will be, as applicable) given as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination of this AgreementAgreement in accordance with Section 5.01, not at which time any such proxy shall terminate. Each Shareholder (solely in its capacity as such) shall take such further actions or execute such other instruments (and shall cause its Affiliates to attempt do so) as may be reasonably necessary to revoke, frustrate effectuate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to intent of this Section 2.012.03. Parent may terminate this proxy with respect to a Shareholder (or any Affiliates) at any time at its sole election by written notice provided to such Shareholder with respect to the subject matter of this Agreement or the Merger Agreement.

Proxy. Each In order to secure the obligations set forth herein, during the term of this Agreement and subject to the Excluded Voting Matters, the Stockholder hereby revokes irrevocably appoints Parent, or any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Parentnominee thereof, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s its true and lawful proxy and attorney-in-fact and proxyfact, for and only in the event that such Stockholder’s nameStockholder does not comply with its obligations in Section 2.1, to be counted as present and to vote or otherwise execute a written consent with respect to act on behalf the Stockholder’s Covered Shares in accordance with Section 2.1. The Stockholder hereby affirms that this proxy is coupled with an interest and shall be irrevocable, except upon termination of this Agreement, and the Stockholder will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by the Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his any of its Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, as set forth in Section 6.1, and Parent may further terminate this proxy at any time at its sole election by written notice provided to the Stockholder. The proxyholder may not to attempt to revoke, frustrate exercise the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.012.3 on any matter except for those described in Section 2.1 and the proxy granted pursuant to this Section 2.3 shall not cover any Excluded Voting Matter. Notwithstanding anything herein to the contrary in this Agreement, (a) nothing herein shall require the Stockholder to deliver a written consent, be present (in person or by proxy) or vote (or cause to be voted) any of the Covered Shares in a manner that (i) changes the amount or form of the consideration payable in the Integrated Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”), (ii) imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, (iii) provides for the payment by the Stockholder (or any Affiliate thereof) of any indemnification or other amounts, (iv) adds any additional covenants on the activities of the Stockholder (or any Affiliate thereof) (e.g., restrictive covenants), and/or (v) imposes any material restrictions or additional conditions on the consummation of the Integrated Mergers or extends the End Date ((i) through (v), the “Excluded Voting Matters”), and (b) other than as set forth in Section 2.1, the Stockholder shall remain free to vote (or execute consents or proxies with respect to) the Covered Shares in any manner the Stockholder deems appropriate.

Proxy. Each Stockholder BACI hereby revokes irrevocably appoints as its proxy and attorney-in-fact Xxxxx Xxx, Xxxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxxxx, in their respective capacities as directors of BCP 1, and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementother Person designated in writing by BCP 1, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder execute written consents with respect to his Covered Shares all shares of Common Stock held by BACI with respect to all matters to be acted upon by the stockholders of the Company at any time and from time to time during the term of this Agreement (except as such proxy shall be earlier revoked as provided below). This proxy is coupled with an interest and shall be irrevocable prior to the termination of this Agreement with respect to BACI in accordance with the terms hereof (upon which termination it shall be automatically revoked); provided that upon the Transfer of shares of Common Stock held by BACI in accordance with the terms of this Agreement, this proxy shall be automatically revoked, solely with respect to the matters set forth inshares so Transferred; provided, further that at such time as the Blackstone Entities and in the manner contemplated by Section 2.01 as such BACI own an aggregate percentage of shares of Common Stock outstanding less than 50%, this proxy or his substitute shallshall be automatically revoked, in Parent’s sole discretion, deem proper with respect to his Covered Sharesall of the shares of Common Stock held by BACI. The BACI shall 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 each Stockholder pursuant BACI with respect to any shares of Common Stock held by BACI. BCP 1 may terminate this Section 2.02 isproxy at any time at its sole election by written notice provided to BACI. Upon BACI's written request to BCP 1, subject to BCP 1 will notify BACI of the penultimate sentence aggregate ownership percentage of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration Common Stock outstanding that the Blackstone Entities own as of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such notice.

Proxy. Each Stockholder BACI hereby revokes irrevocably appoints as its proxy and attorney-in-fact Cxxxx Xxx, Bxxxxxxx X. Xxxxxxx and Axxxx Xxxxxxxxx, in their respective capacities as directors of BCP 1, and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementother Person designated in writing by BCP 1, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder execute written consents with respect to his Covered Shares all shares of Common Stock held by BACI with respect to all matters to be acted upon by the stockholders of the Company at any time and from time to time during the term of this Agreement (except as such proxy shall be earlier revoked as provided below). This proxy is coupled with an interest and shall be irrevocable prior to the termination of this Agreement with respect to BACI in accordance with the terms hereof (upon which termination it shall be automatically revoked); provided that upon the Transfer of shares of Common Stock held by BACI in accordance with the terms of this Agreement, this proxy shall be automatically revoked, solely with respect to the matters set forth inshares so Transferred; provided, further that at such time as the Blackstone Entities and in the manner contemplated by Section 2.01 as such BACI own an aggregate percentage of shares of Common Stock outstanding less than 50%, this proxy or his substitute shallshall be automatically revoked, in Parent’s sole discretion, deem proper with respect to his Covered Sharesall of the shares of Common Stock held by BACI. The BACI shall 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 each Stockholder pursuant BACI with respect to any shares of Common Stock held by BACI. BCP 1 may terminate this Section 2.02 isproxy at any time at its sole election by written notice provided to BACI. Upon BACI’s written request to BCP 1, subject to BCP 1 will notify BACI of the penultimate sentence aggregate ownership percentage of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration Common Stock outstanding that the Blackstone Entities own as of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such notice.

Proxy. Each Stockholder In order to secure the obligations set forth herein, during the term of this Agreement and subject to the Excluded Voting Matters, the Stockholders hereby revokes irrevocably appoint Parent, or any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing Parentnominee thereof, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s its true and lawful proxy and attorney-in-fact and proxyfact, for and only in the event that such Stockholder’s nameStockholders do not comply with their obligations in Section 2.1, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares execute a written consent with respect to the matters set forth inStockholders’ Covered Shares in accordance with Section 2.1. The Stockholders hereby affirm that this proxy is coupled with an interest and shall be irrevocable, except upon termination of this Agreement, and in the manner contemplated Stockholders will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and hereby revoke any proxy previously granted by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper the Stockholders with respect to his any of their Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder Stockholders shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, as set forth in Section 6.1, and Parent may further terminate this proxy at any time at its sole election by written notice provided to the Stockholders. The proxyholder may not to attempt to revoke, frustrate exercise the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.012.3 on any matter except for those described in Section 2.1 and the proxy granted pursuant to this Section 2.3 shall not cover any Excluded Voting Matter. Notwithstanding anything herein to the contrary in this Agreement, (a) nothing herein shall require the Stockholders to deliver a written consent, be present (in person or by proxy) or vote (or cause to be voted) any of the Covered Shares in a manner that (i) changes the amount or form of the consideration payable in the Integrated Mergers pursuant to the terms of the Merger Agreement (the “Merger Consideration”), (ii) imposes any material restrictions on or additional material conditions on the payment of the Merger Consideration, (iii) provides for the payment by the Stockholders (or any Affiliate thereof) of any indemnification or other amounts, (iv) adds any additional covenants on the activities of the Stockholders (or any Affiliate thereof) (e.g., restrictive covenants), and/or (v) imposes any material restrictions or additional conditions on the consummation of the Integrated Mergers or extends the End Date ((i) through (v), the “Excluded Voting Matters”), and (b) other than as set forth in Section 2.1, the Stockholders shall remain free to vote (or execute consents or proxies with respect to) the Covered Shares in any manner the Stockholders deem appropriate.

Proxy. Each Until the Expiration Date, Stockholder hereby revokes irrevocably appoints as its proxy and attorney-in-fact, Parent and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementPerson designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares execute written consents with respect to the Covered Shares owned by Stockholder as of the applicable record date in accordance with Section 2.01 at the Stockholder Meeting and at any annual or special meetings of Stockholders of the Company (or adjournments or postponements thereof) at which any of the matters set forth indescribed in Section 2.01 is to be considered; provided, and in however, that Stockholder’s grant of the manner proxy contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 isshall be effective if, subject and only if, Stockholder has not delivered to the penultimate sentence Secretary of this the Company at least ten business days prior to the meeting at which any of the matters described in Section 2.022.01 is to be considered a duly executed irrevocable proxy card directing that the Covered Shares of Stockholder be voted in accordance with Section 2.01. This proxy, irrevocable and if it becomes effective, is coupled with an interest, and is granted in order given as an additional inducement of Parent to secure such Stockholder’s performance under this enter into the Merger Agreement and also shall be irrevocable prior to the Expiration Date, at which time any such proxy shall terminate automatically. Stockholder (solely in consideration its capacity as such) shall take such further actions or execute such other instruments as may be necessary to effectuate the intent of this proxy. Parent entering into may terminate this Agreement proxy with respect to Stockholder at any time at its sole election by written notice provided to Stockholder. Stockholder hereby revokes (and the Merger Agreement. If any Stockholder fails for any reason shall cause to be counted as present revoked) any and all previous proxies or powers of attorney with respect to vote such Stockholder’s Covered Shares in accordance that conflict with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01.

Proxy. Each The Stockholder hereby revokes irrevocably appoints as the Stockholder’s proxy and attorney-in-fact, Mxxxxxx Xxxxxxx, the Chief Financial Officer of the Company, and Txxxxxx Xxxxxx, the Chief Executive Officer of the Company, and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementindividual who shall hereafter succeed any such persons, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and reresubstitution, to cause all of the Lock-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, Up Shares that the Stockholder would be entitled to vote if personally present to be counted as present at any shareholder meeting called to consider any matter of the Company, and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares execute written consents with respect to the Lock-Up Shares in accordance with Section 3 prior to the end of the Lock-Up Period at any annual or special meetings of shareholders of the Company (or adjournments thereof) at which any of the matters set forth indescribed in Section 3 is to be considered; provided, however, that the Stockholder’s grant of the proxy contemplated by this Section 5 shall be effective if, and in only if, the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject has not delivered to the penultimate sentence Secretary of this the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.023 is to be considered a duly executed proxy card previously approved by the Company, irrevocable and that may only be revoked only after the end of the Lock-Up Period, directing that the Lock-Up Shares be voted in accordance with Section 3. This proxy, if it becomes effective, is coupled with an interest, and is granted in order shall be irrevocable prior to secure the end of the Lock-Up Period, at which time any such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent proxy shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01terminate. The proxy granted by each Stockholder (solely in capacity as such) shall take such further action or execute such other instruments as may be automatically revoked upon termination necessary to effectuate the intent of this Agreement in accordance proxy. The Company may terminate this proxy with respect to the Stockholder at any time at its terms. Each Stockholder agrees, from sole election by written notice provided to the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01Stockholder.

Proxy. Each Stockholder hereby revokes any and all previous proxies and powers of attorney granted with respect to its Owned Shares, and no subsequent proxy or his Covered Sharespower of attorney (except in furtherance of Stockholder’s obligations under Section 1.01 hereof) shall be given or written consent executed (and if given or executed, shall not be effective) by Stockholder with respect thereto so long as this Agreement remains in effect. By entering into this Agreement, each Stockholder hereby grants a proxy appointing ParentXxxxx X. Xxxxxx (“Proxy”), with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote (including by written consent, if applicable) or otherwise to act on behalf of such Stockholder with respect to his Covered its Owned Shares solely with respect to and in furtherance of the matters set forth described in, and in the manner contemplated by by, Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares1.01 hereof. The proxy granted by each Stockholder pursuant to this Section 2.02 1.02 is, subject to the penultimate sentence of this Section 2.021.02, irrevocable and is coupled with an interest, in accordance with Section 212(e) of the Delaware General Corporation Law and is granted in order to secure such each Stockholder’s performance under this Agreement and also in consideration of Parent the Buyers entering into this Agreement and the Merger Securities Purchase Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Owned Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section)1.01 above, then Parent such Proxy shall have the right to cause to be present or vote such Stockholder’s Covered Owned Shares in accordance with the provisions of Section 2.011.01. The Proxy agrees that, in the event any Stockholder shall not have fully complied with the provisions of Section 1.01 hereof with respect to any such meeting of the Company stockholders (including any adjournment or postponement thereof), the Proxy shall in accordance with this Section 1.02 cause all Owned Shares of such Stockholder to be counted as present at such stockholder meeting, for purposes of calculating a quorum, and to cause all Owned Shares of such Stockholder to be voted with respect to and in furtherance of the matters set forth in, and in the manner contemplated by, Section 1.01 hereof. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.011.02.

Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementDuring the Support Period, each Stockholder hereby irrevocably and unconditionally grants a proxy appointing Parentto, with full power and appoints, Parent or any designee of substitution and re-substitution, Parent as such Stockholder’s proxy and attorney-in-fact and proxy(with full power of substitution), for and in the name, place and stead of such Stockholder’s name, to be counted as present and to vote or otherwise cause to act on behalf be voted (including by proxy or written consent, if applicable) the Shares as of the applicable record date in accordance with Section 3; provided that each Stockholder’s grant of the proxy contemplated by this Section 4 shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the meeting at which any of the matters described in Section 3 are to be considered, a duly executed irrevocable proxy card directing that all of their Shares be voted in accordance with Section 3; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3, and each Stockholder with shall retain the authority to vote on all other matters. Each Stockholder hereby represents that any proxies heretofore given in respect to his Covered of their Shares with respect to the matters specified by Section 3, if any, are revocable, and hereby revokes all other proxies. Each Stockholder hereby affirms that the irrevocable proxy set forth inin this Section 4, if it becomes effective, is given in connection with the execution of the Merger Agreement, and in that such irrevocable proxy is given to secure the manner contemplated by Section 2.01 as performance of the duties of such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered SharesStockholder under this Agreement. The proxy granted by each Stockholder pursuant to this Section 2.02 isparties hereby further affirm that the irrevocable proxy, subject to the penultimate sentence of this Section 2.02if it becomes effective, irrevocable and is coupled with an interest, interest and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason intended to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof irrevocable until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable at which time it will terminate automatically. If for any reason any proxy granted pursuant herein is not irrevocable and is revoked after it becomes effective, then the Stockholder agrees, until the termination of this Agreement, to this vote the Shares in accordance with Section 2.013. The parties agree that the foregoing is a voting agreement.

Proxy. Each Stockholder hereby revokes irrevocably appoints as its proxy and attorney-in-fact, Xxxxx X. Tomé, the Vice President and Treasurer of Parent, Xxxxxx Xxxx Xxxxxxxxxxx, the Vice President and Secretary of Parent, and L. Xxxxxx Xxxxxxxxxx, Xx., Assistant Secretary of Parent, and any individual who shall hereafter succeed any such persons, and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementany other Person designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares execute written consents with respect to the Covered Shares of such Stockholder in accordance with Section 2.1(a)(ii) prior to the Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments thereof) at which any of the matters set forth indescribed in Section 2.1(a) is to be considered; provided however, that such Stockholder’s grant of the proxy contemplated by this Section 2.3 shall be effective if, and in the manner contemplated by Section 2.01 as only if, such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject has not delivered to the penultimate sentence Secretary of this the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.022.1 is to be considered a duly executed proxy card previously approved by Parent, irrevocable and that may only be revoked as of the Expiration Date, directing that the Covered Shares of such Stockholder be voted in accordance with Section 2.1(a). This proxy, if it becomes effective, is coupled with an interest, and is granted in order given as an additional inducement of Parent to secure such Stockholder’s performance under this enter into the Merger Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its termsirrevocable prior to the Expiration Date, at which time any such proxy shall terminate. Each Stockholder agrees, from (solely in its capacity as such) shall take such further action or execute such other instruments as may be necessary to effectuate the date hereof until the termination intent of this Agreement, not proxy. Parent may terminate this proxy with respect to attempt such Stockholder at any time at its sole election by written notice provided to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such Stockholder.

Proxy. Each Stockholder hereby revokes any (a) Solely in furtherance of Section 1.2 of this Agreement and all previous proxies granted with respect subject to its or his Covered Shares. By entering into termination as provided in Section 3.1 of this Agreement, each Stockholder (i) hereby irrevocably grants a to, and appoints, Acquirer or any individual designated by Acquirer as the Stockholder’s agent, irrevocable proxy appointing Parent, and attorney-in-fact (with full power of substitution and re-substitutionresubstitution) to vote the Shares held of record or beneficially by Stockholder at the time of the applicable vote or consent, provide written consents, express consent or otherwise utilize voting power as such indicated in Section 1.2 of this Agreement; provided, however, that Stockholder’s attorney-in-fact grant of the proxy contemplated by this Section 1.3(a) shall be effective if, and proxyonly if, for and in Stockholder has not delivered to the Secretary of Acquirer at least five Business Days prior to such meeting a duly executed proxy card previously approved by Acquirer voting Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by specified in Section 2.01 as 1.2 or in the event such proxy card has been thereafter modified or his substitute shallrevoked or otherwise fails to provide evidence of Stockholder’s compliance with its obligations under Section 1.2 in form and substance reasonably acceptable to Acquirer, (ii) hereby affirms that the irrevocable proxy set forth in Parent’s sole discretionthis Section 1.3, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder if it becomes effective pursuant to clause (i), is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of Stockholder under this Section 2.02 is, subject to Agreement and (iii) hereby (a) affirms that the penultimate sentence of this Section 2.02, irrevocable and proxy is coupled with an interestinterest and (b) affirms that such irrevocable proxy, if it becomes effective pursuant to clause (i), is executed and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason intended to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares irrevocable in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination 212(e) of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until General Corporation Law of the termination State of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01Delaware.

Proxy. Each Stockholder hereby revokes any and all previous proxies granted Subject to Section 4.01(a), the Shareholder, with respect to its the Subject Shares, irrevocably grants, or his Covered Shares. By entering into this Agreementcauses any holder of record of the Subject Shares to irrevocably grant, each Stockholder hereby grants a proxy appointing Parent, with full power any of substitution Xxxxxxx Xxxxxxxxxx and re-substitution, Xxxxx Xxxx as such Stockholderthe Shareholder’s true and lawful attorney-in-fact and proxy, for and in such Stockholderthe Shareholder’s name, place and stead, to be counted as present represented by proxy and vote, each Subject Share as the Shareholder’s proxy, at the 2024 Annual Meeting (including at any adjournment thereof) and to vote or otherwise to act execute and deliver on behalf of such Stockholder with respect to his Covered Shares with respect the Shareholder any written expression of consent or dissent relating to the matters Subject Shares, in each case, to cause the Shareholder to perform the covenants set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares1.01. The proxy granted by each Stockholder pursuant to described in this Section 2.02 is, subject 1.02 is limited solely to the penultimate sentence voting of the Subject Shares (or expressing consent or dissent in writing with respect thereto) at the 2024 Annual Meeting or any adjournment thereof solely to cause the Shareholder to perform the covenants set forth in Section 1.01 to the extent the Shareholder has failed to perform such covenants and, if the Shareholder has complied with its obligations set forth in Section 1.01, the proxy set forth in this Section 2.02, irrevocable 1.02 shall be null and void and will not have any force or effect. The proxy described in this Section 1.02 is coupled with an interest, revokes all prior proxies granted by the Shareholder with respect to the Subject Shares and is granted in order to secure such Stockholder’s performance under irrevocable; provided that this Agreement and also in consideration of Parent entering into this Agreement and proxy shall automatically terminate at the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01Expiration Date. The Company may terminate this proxy granted with respect to the Shareholder at any time at its sole election by each Stockholder shall be automatically revoked upon termination written notice provided to the Shareholder. For the Subject Shares as to which the Shareholder is the beneficial owner but not the holder of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity ofrecord, the irrevocable Shareholder hereby agrees that, if requested by the Company, the Shareholder shall cause any holder of record of such Subject Shares to grant any of Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxx a proxy granted pursuant to the same effect as that described in this Section 2.011.02. Section 1.03.

Proxy. Each Stockholder BACI hereby revokes irrevocably appoints as its proxy and attorney-in-fact Xxxxx Xxx, Xxxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxxxx, in their respective capacities as directors of BCP 1, and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementother Person designated in writing by BCP 1, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder execute written consents with respect to his Covered Shares all shares of Common Stock held by BACI with respect to all matters to be acted upon by the stockholders of the Company at any time and from time to time during the term of this Agreement (except as such proxy shall be earlier revoked as provided below). This proxy is coupled with an interest and shall be irrevocable prior to the termination of this Agreement with respect to BACI in accordance with the terms hereof (upon which termination it shall be automatically revoked); provided that upon the Transfer of shares of Common Stock held by BACI in accordance with the terms of this Agreement, this proxy shall be automatically revoked, solely with respect to the matters set forth inshares so Transferred; provided, further that at such time as the Blackstone Entities and in the manner contemplated by Section 2.01 as such BACI own an aggregate percentage of shares of Common Stock outstanding less than 50%, this proxy or his substitute shallshall be automatically revoked, in Parent’s sole discretion, deem proper with respect to his Covered Sharesall of the shares of Common Stock held by BACI. The BACI shall 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 each Stockholder pursuant BACI with respect to any shares of Common Stock held by BACI. BCP 1 may terminate this Section 2.02 isproxy at any time at its sole election by written notice provided to BACI. Upon BACI’s written request to BCP 1, subject to BCP 1 will notify BACI of the penultimate sentence aggregate ownership percentage of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration Common Stock outstanding that the Blackstone Entities own as of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such notice.

Proxy. Each Stockholder hereby revokes any and all previous proxies granted with respect to its or his Covered Owned Shares. By entering into this Agreement, each Stockholder hereby grants a proxy appointing ParentPurchaser, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such the Stockholder with respect to his Covered its Owned Shares solely with respect to the matters set forth in, and solely in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper 2.1 with respect to his Covered its Owned Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 2.4 is, subject to the penultimate sentence of this Section 2.022.4, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent Purchaser entering into this Agreement and the Merger Stock Purchase Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Owned Shares in accordance with the requirements of Section 2.01 2.1 above (or anticipatorily breaches such section), then Parent Purchaser shall have the right to cause to be present or vote such Stockholder’s Covered Owned Shares in accordance with the provisions of Section 2.012.1. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its termsthe Expiration Time. Each Stockholder agrees, from the date hereof until the termination of this AgreementExpiration Time, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.012.4 and, further agrees, to take all steps necessary (including under Parent’s Articles of Association) to ensure that Purchaser is validly appointed as such Stockholder’s proxy at any relevant Stockholders’ Meeting.

Proxy. Each Stockholder hereby revokes irrevocably appoints, and at the request of the Company will cause its controlled Affiliates to irrevocably appoint, as its and their proxy and attorney-in-fact the Company and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementPerson designated in writing by the Company, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitutionresubstitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 at Parent Stockholder Meeting and at any annual or special meetings of stockholders of Parent (or anticipatorily breaches such section), then Parent shall have adjournments or postponements thereof) prior to the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Section 5.01 at which any of the matters described in Section 2.01 is to be considered; provided, however, that such Stockholder’s (and any such controlled Affiliates’) grant of the proxy contemplated by this Section 2.03 shall be effective if, and only if, such Stockholder agrees(or such Affiliate, as applicable) has not delivered to the Secretary of Parent at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.01 is to be considered a duly executed irrevocable proxy card in form and substance reasonably acceptable to the Company (provided that sensitive information such as account numbers may be redacted from the date hereof until proxy card provided to the Company) directing that such Stockholder’s Covered Shares be voted in accordance with Section 2.01. This proxy (and any proxy granted by an Affiliate will be), if it becomes effective, is (or will be, as applicable) coupled with an interest, is (or will be, as applicable) given as an additional inducement of the Company to enter into the Merger Agreement and shall be irrevocable prior to the termination of this AgreementAgreement in accordance with Section 5.01, not at which time any such proxy shall terminate. Each Stockholder (solely in its capacity as such) shall take such further actions or execute such other instruments (and shall cause its controlled Affiliates to attempt do so) as may be reasonably necessary to revoke, frustrate effectuate the exercise of, intent of this proxy. The Company may terminate this proxy with respect to such Stockholder (or challenge the validity of, the irrevocable proxy granted pursuant any of its controlled Affiliates) at any time at its sole election by written notice provided to this Section 2.01such Stockholder.

Proxy. Each The Stockholder hereby revokes irrevocably appoints, and at the request of Parent will cause its Affiliates to irrevocably appoint, as its and their proxy and attorney-in-fact Parent and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementPerson designated in writing by Parent, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s nameresubstitution, to be counted as present and to vote or otherwise to act on behalf of such the Covered Stockholder with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with the requirements of Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or anticipatorily breaches such section), then Parent shall have adjournments or postponements thereof) prior to the right to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Section 5.01 at which any of the matters described in Section 2.01 is to be considered; provided, however, that the Stockholder’s (and any such Affiliates’) grant of the proxy contemplated by this Section 2.03 shall be effective if, and only if, the Stockholder agrees(or such Affiliate, as applicable) has not delivered to the Secretary of the Company at least ten (10) Business Days prior to the meeting at which any of the matters described in Section 2.01 is to be considered a duly executed irrevocable proxy card in form and substance reasonably acceptable to Parent (provided that sensitive information such as account numbers may be redacted from the date hereof until proxy card provided to Parent) directing that the Covered Stockholder Shares be voted in accordance with Section 2.01. This proxy (and any proxy granted by an Affiliate will be), if it becomes effective, is (or will be, as applicable) coupled with an interest, is (or will be, as applicable) given as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination of this AgreementAgreement in accordance with Section 5.01, not at which time any such proxy shall terminate. The Stockholder (solely in its capacity as such) shall take such further actions or execute such other instruments (and shall cause its Affiliates to attempt do so) as may be reasonably necessary to revoke, frustrate effectuate the exercise of, intent of this proxy. Parent may terminate this proxy with respect to the Stockholder (or challenge any Affiliates) at any time at its sole election by written notice provided to the validity of, the irrevocable proxy granted pursuant to this Section 2.01Stockholder.

Proxy. Each Stockholder (other than the Rxxxxxxx Grandchildren Trust) hereby revokes irrevocably appoints as its proxy and attorney-in-fact, W. Exxxxx Xxxxx, J. Dxxxx Xxxxxxxxxx and Cxxxxxxxxxx X. Xxxxxxxx, in their respective capacities as officers of TD, and any individual who shall hereafter succeed to any such officer of TD, and all previous proxies granted with respect to its or his Covered Shares. By entering into this Agreementany other Person designated in writing by TD, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, to be counted as present and to vote or otherwise to act on behalf of such Stockholder execute written consents with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each Stockholder pursuant to this Section 2.02 is, subject to the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or to vote such Stockholder’s Covered Shares in accordance with Section 2.1 hereof during the requirements term of this Agreement, provided that such proxy may only be exercised if such Stockholder fails to comply with the terms of Section 2.01 2.1 and if no Change in Ameritrade Recommendation has occurred. This proxy is coupled with an interest and shall be irrevocable during the term of this Agreement (or anticipatorily breaches such sectionexcept upon the earlier occurrence of a Change in Ameritrade Recommendation, in which case it shall be automatically revoked), then Parent shall have and each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the right intent of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to cause to be present or vote such Stockholder’s Covered Shares in accordance with the provisions of Section 2.01Shares. The foregoing proxy is subject to, and shall only become effective upon, TD having received all necessary regulatory approvals and consents, if any, required under applicable law to exercise the voting powers granted by each Stockholder such proxy, as shall be automatically revoked upon termination of determined in good faith by TD. TD may terminate this Agreement in accordance proxy with respect to any Stockholder at any time at its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not sole election by written notice provided to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.01such Stockholder.

Proxy. Each Stockholder hereby revokes any and all previous proxies granted During the Significant Holder Period, with respect to its or his Covered Shares. By entering into this Agreementany Company Proposal that the Investor Stockholders are required to vote on in accordance with Section 5(a), each Investor Stockholder shall cause each Purchaser Share owned by it or over which it has voting control to be voted by completing the proxy forms distributed by the Company, and not by any other means. Each Investor Stockholder shall use its reasonable best efforts to deliver the completed proxy form to the Company no later than ten (10) Business Days prior to the date of such meeting of the Company’s stockholders. Upon the written request of the Company, each Investor Stockholder hereby grants a agrees to use its reasonable best efforts to take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this Section 5. In furtherance of the foregoing (but limited, in each case, to the Company Proposals during the Significant Holder Period), in order to secure each Investor Stockholder’s obligation to vote its Purchaser Shares in accordance with Section 5(a), each Investor Stockholder irrevocably appoints the Company as its true and lawful proxy appointing Parentand attorney-in-fact, with full power of substitution to (i) vote and re-substitutionexercise all voting, as consent and similar rights of such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s name, Investor Stockholder with respect to be counted as present and any Company Proposals that the Investor Stockholders are required to vote or otherwise to act on in accordance with Section 5(a), and (ii) execute and deliver on behalf of such Investor Stockholder all resolutions, consents and other instruments necessary or advisable in connection with any Company Proposals that the Investor Stockholders are required to vote on in accordance with Section 5(a), provided, that the Company may exercise the irrevocable proxy and power of attorney granted to it with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as such proxy or his substitute shall, in Parent’s sole discretion, deem proper with respect to his Covered Shares. The proxy granted by each an Investor Stockholder pursuant to this Section 2.02 is, subject to 5(b) only at those times such Investor Stockholder has been provided notice of a Company Proposal that the penultimate sentence of this Section 2.02, irrevocable and is coupled with an interest, and is granted in order to secure such Stockholder’s performance under this Agreement and also in consideration of Parent entering into this Agreement and the Merger Agreement. If any Stockholder fails for any reason to be counted as present or Investor Stockholders are required to vote such Stockholder’s Covered Shares on in accordance with the requirements of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right 5(a) and fails to cause to be present or vote such Stockholder’s Covered Shares in accordance comply with the provisions of this Section 2.015. The proxy proxies and powers granted by each Investor Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 2.015(b) are coupled with an interest and are given to secure the performance of each Investor Stockholder’s obligations and duties under this Section 5. Such proxies and powers shall be irrevocable with respect to each Investor Stockholder during the Significant Holder Period, and shall survive the bankruptcy or dissolution of such Investor Stockholder and the subsequent holders of its Purchaser Shares.

Proxy. Each Stockholder hereby revokes irrevocably appoints as its proxy and attorney-in-fact, the Company and any and all previous proxies granted with respect to its or his Covered Shares. By entering into this AgreementPerson designated in writing by the Company, each Stockholder hereby grants a proxy appointing Parentof them individually, with full power of substitution and re-substitution, as such Stockholder’s attorney-in-fact and proxy, for and in such Stockholder’s nameresubstitution, to be counted as present and to vote vote, or otherwise to act on behalf of by written consent, the Covered Shares Beneficially Owned by such Stockholder in accordance with respect to his Covered Shares with respect to the matters set forth in, and in the manner contemplated by Section 2.01 as the Company or such proxy or his substitute shalldesignated Person, in Parent’s its sole discretion, deem proper with respect prior to his Covered Shares. The the Expiration Time at the Company Stockholder Meeting and at any other meeting of stockholders of the Company (or adjournments or postponements thereof) at which any of the matters described in Section 2.01 is to be considered; provided, however, that such Stockholder’s grant of the proxy granted contemplated by each Stockholder pursuant to this Section 2.02 is2.03 will be effective if, subject and only if, such Stockholder has not delivered to the penultimate sentence Secretary of this the Company at least ten Business Days prior to the meeting at which any of the matters described in Section 2.022.01 is to be considered a duly executed irrevocable proxy card previously approved by Company (such approval not to be unreasonably withheld) directing that the Covered Shares of such Stockholder be voted in accordance with Section 2.01. This proxy, irrevocable and if it becomes effective, is coupled with an interest, is given as an additional inducement of the Company to enter into the Framework Agreement and is granted irrevocable prior to the Expiration Time, at which time any such proxy will terminate. Each Stockholder (solely in order its capacity as such) will take such further actions or execute such other instruments as may be necessary to secure effectuate the intent of this proxy. Such Stockholder agrees that, during the term of this Agreement, such Stockholder’s performance under this Agreement Stockholder will not, directly or indirectly, and also in consideration will not permit any of Parent entering into this Agreement and the Merger Agreement. If its controlled Affiliates to, deposit any Stockholder fails for any reason to be counted as present or to vote of such Stockholder’s Covered Shares in accordance a voting trust, grant any proxies with the requirements respect to such Stockholder’s Covered Shares, or subject any of Section 2.01 (or anticipatorily breaches such section), then Parent shall have the right to cause to be present or vote such Stockholder’s Covered Shares in accordance to any arrangement with respect to the provisions voting of Section 2.01. The proxy granted by each Stockholder shall be automatically revoked upon termination of this Agreement in accordance with its terms. Each Stockholder agrees, from the date hereof until the termination of this Agreement, not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted such Stockholder’s Covered Shares other than pursuant to this Section 2.01Agreement.