Common use of Proxy Clause in Contracts

Proxy. Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎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 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 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder.

Proxy. Each Stockholder hereby irrevocably appoints as revokes any and all previous proxies granted with respect to its proxy and attorney-in-fact Parent and any Person designated in writing by Parentor his Covered Shares. By entering into this Agreement, each of them individuallyStockholder hereby grants a proxy appointing Parent, with full power of substitution and resubstitutionre-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 ‎Section the requirements of Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments anticipatorily breaches such section), then Parent shall have the right to cause to be present or postponements thereof) prior to 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 ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; providedits terms. Each Stockholder agrees, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 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 date hereof until the termination of this Agreement in accordance with ‎Section 5.01Agreement, at which time any such not to attempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy shall automatically terminate. Parent may terminate granted pursuant to this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such StockholderSection 2.01.

Proxy. Each Stockholder During the Support Period, each Shareholder hereby irrevocably appoints and unconditionally grants to, and appoints, Parent or any designee of Parent as its such Shareholder’s proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, (with full power of substitution substitution), for and resubstitutionin the name, place and stead of such Shareholder, to vote such Stockholder’s Covered or cause to be voted (including by proxy or written consent, if applicable) the Shares as of the applicable record date in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be consideredSection 3; provided, however, provided that such Stockholdereach Shareholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 4 shall be effective if, and only if, such Stockholder Shareholder 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 Section 3 are to be considered considered, a duly executed irrevocable proxy card (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) validly directing that such Stockholder’s Covered all of his or her Shares be voted in accordance with ‎Section 2.01Section 3; provided, further, for the avoidance that any grant of doubt, that such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3, and voting each Shareholder shall retain the authority to vote on all other matters. Each Shareholder hereby represents that any proxies heretofore given in respect of his or her Shares with respect to the matters specified by Section 3, if any, are revocable, and related rights are expressly limited to those matters hereby revokes all other proxies. Each Shareholder hereby affirms that the irrevocable proxy set forth in this Section 2.01 that are presented for consideration to 4, if it becomes effective, is given in connection with the Company’s stockholders generallyexecution of the Merger Agreement, and each Stockholder shall retain at all times that such irrevocable proxy is given to secure the to vote performance of the duties of 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 mattersShareholder under this Agreement. This proxy contemplated herebyThe parties hereby further affirm that the irrevocable proxy, if it becomes effective, is coupled with an interest, interest and is given as an additional inducement of Parent intended to enter into the Merger Agreement and shall be irrevocable prior to until the termination of this Agreement in accordance with ‎Section 5.01Agreement, at which time it will terminate automatically. If for any such reason any proxy shall automatically terminategranted herein is not irrevocable and is revoked after it becomes effective, then the Shareholder agrees, until the termination of this Agreement, to vote the Shares in accordance with Section 3. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such StockholderThe parties agree that the foregoing is a voting agreement.

Proxy. (a) Each Stockholder hereby irrevocably (but subject to the termination provisions of Section 6 hereof) constitutes and appoints as Parent, which shall act by and through Xxxxxx X. Xxxxxx (the “Proxy Holder”), with full power of substitution, its true and lawful proxy and attorney-in-fact Parent to vote at any meeting (and any Person designated adjournment or postponement thereof) of the Company’s stockholders called for purposes of considering whether to approve any transaction described in writing Section 2 hereof, or to execute a written consent of stockholders in lieu of any such meeting (if so permitted), all Stockholder Shares held by Parentsuch Stockholder of record as of the relevant record date, each of them individually, with full in the manner specified in Section 2 hereof. (b) The proxy and power of substitution attorney granted herein shall be deemed to be coupled with an interest sufficient in law to support a proxy and resubstitutionshall revoke all prior proxies granted by each Stockholder which conflict with the proxy granted herein. Each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. Each Stockholder shall not grant any proxy to any person which conflicts with the proxy granted herein, and any attempt to do so shall be void. The power of attorney granted herein is a durable power of attorney and shall survive the insolvency, incapacity, death or liquidation of a Stockholder, as the case may be. (c) If any Stockholder fails for any reason to vote his, her or its Stockholder Shares as required by Section 2 hereof, then the Proxy Holder shall have the right to vote the Stockholder Shares held by such StockholderStockholder at any meeting of the Company’s Covered Shares stockholders and in any action by written consent of the Company’s stockholders in accordance with ‎Section 2.01 at the Company this Section 3. The vote of a Proxy Holder shall control in any conflict between a vote of such Stockholder Meeting Shares by a Proxy Holder and at any annual or special meetings a vote of stockholders of the Company (or adjournments or postponements thereof) prior such Stockholder Shares by such Stockholder with respect to the termination of this Agreement in accordance with ‎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 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 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder2 hereof.

Proxy. Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent 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 any other Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, (a) to vote such Stockholder’s or 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 2.01 at Section 2.1(a)(ii) prior to the Company Stockholder Meeting and Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 Section 2.1(a) is to be considered; providedand (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 2.03 Section 2.3 shall be effective if, and only if, (y) with respect to Section 2.3(a) above, such Stockholder has not delivered to the Secretary of the Company at least five ten Business Days prior to the meeting at which any of the matters described in ‎Section 2.01 Section 2.1 is to be considered a duly executed irrevocable proxy card (provided previously approved by Parent, and that sensitive information such may only be revoked as account numbers may be redacted from of the proxy card provided to Parent) validly Expiration Date, directing that such Stockholder’s the Covered Shares of such Stockholder be voted in accordance with ‎Section 2.01; providedSection 2.1(a) and (z) with respect to Section 2.3(b) above, 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 Stockholder has not delivered to the Company’s stockholders generally, and each Secretary of the Company (with an executed copy also provided to Parent) as of immediately after it has received notice of the Company 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 mattersApproval a duly executed Consent. This proxy contemplated herebyproxy, 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 Agreement in accordance with ‎Section 5.01Expiration Date, at which time any such proxy shall automatically terminate. Each Stockholder (solely in its capacity as such) shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder.

Proxy. Each The Stockholder hereby irrevocably appoints 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, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s the Covered Stockholder Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that such 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 (or such Stockholder Affiliate, as applicable) has not delivered to the Secretary of the Company at least five 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 proxy card provided to Parent) validly directing that such Stockholder’s the Covered Stockholder 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(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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically 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 do so) as may be reasonably necessary to effectuate the intent of this proxy. Parent may terminate this proxy with respect to such the Stockholder (or any Affiliates) at any time at its sole election by written notice provided to such the Stockholder.

Proxy. Each In order to fully implement the agreement of each Stockholder set forth in Section 1.1 above, the Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, with full power of substitution (Parent and resubstitutionits substitutes being referred to herein as the “Proxy”), as the 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 absolute, sole and binding discretion, on the matters specified in Section 1.1 above. The Stockholder agrees that the Proxy may, in such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at name and stead, (i) attend any annual or special meeting of the stockholders of the Company and vote all Stockholder Meeting Shares of the Stockholder at any such annual or special meeting as to the matters specified in Section 1.1 above, and (ii) execute with respect to 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 meetings meeting of the stockholders of the Company (or adjournments or postponements thereof) prior to in any manner inconsistent with the termination terms of this Agreement Agreement, (B) executing any written consent in accordance with ‎Section 5.01 at which any lieu of a meeting 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 has not delivered to the Secretary stockholders of the Company at least five Business Days prior in any manner inconsistent with the terms of this Agreement, (C) exercising any rights of dissent with respect to the meeting at which any Stockholder Shares of the matters described Stockholder, and (D) granting any proxy or authorization to any person with respect to the voting of the Stockholder Shares of the Stockholder, except pursuant to this Agreement, or taking any action contrary to or in ‎Section 2.01 is to be considered a duly executed irrevocable proxy card (provided any manner inconsistent with the terms of this Agreement. The Stockholder agrees that sensitive information such as account numbers may be redacted from the 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 this grant of doubt, that such proxy and voting appointment of attorney is irrevocable 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 interest and agrees that the person designated as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination of this Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent Proxy pursuant hereto may terminate this proxy with respect to such Stockholder at any time at name any other person as its sole election by written notice provided substituted Proxy to such Stockholderact pursuant hereto, either as to a specific matter or as to all matters.

Proxy. Each Stockholder Shareholder hereby irrevocably appoints appoints, and at the request of Parent will cause its Affiliates to irrevocably appoint, as its and their proxy and attorney-in-fact fact, Parent and any Person designated in writing by Parent, and each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s the Covered Shareholder Shares in accordance with ‎Section Section 2.01 at the Company Stockholder Shareholders Meeting and at any annual or special meetings of stockholders shareholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section Section 5.01 at which any of the matters described in ‎Section Section 2.01 is to be considered; provided, however, that such StockholderShareholder’s (and any such Affiliates’) grant of the proxy contemplated by this ‎Section Section 2.03 shall be effective if, and only if, such Stockholder Shareholder (or such Affiliate, as applicable) has not delivered to the Secretary of the Company at least five ten (10) Business Days prior to the meeting at which any of the matters described in ‎Section 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 proxy card provided to Parent) validly directing that such Stockholder’s the Covered Shareholder Shares be voted in accordance with ‎Section 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(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 Agreement in accordance with ‎Section Section 5.01, at which time any such proxy shall automatically 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 do so) as may be reasonably necessary to effectuate the intent of this Section 2.03. Parent may terminate this proxy with respect to such Stockholder a Shareholder (or any Affiliates) at any time at its sole election by written notice provided to such StockholderShareholder with respect to the subject matter of this Agreement or the Merger Agreement.

Proxy. Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent 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 any other Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s or execute written consents with respect to the Covered Shares of such Stockholder in accordance with ‎Section 2.01 at Section 2.1(b) prior to the Company Stockholder Meeting and Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 Section 2.1(b) is to be considered; provided, 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 2.03 shall Section 2.3 will be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company Company, at least five Business Days two business days prior to the meeting at which any of the matters described in ‎Section 2.01 Section 2.1(b) is to be considered considered, a duly executed irrevocable proxy card (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) validly directing that such Stockholder’s the Covered Shares of such Stockholder 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 matters2.1(b). This proxy contemplated herebyproxy, 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 will be irrevocable prior to the termination of this Agreement in accordance with ‎Section 5.01Expiration Date, at which time any such proxy shall will automatically terminateterminate without any further action by the parties hereto. Each Stockholder (solely in its capacity as such) will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder.

Proxy. Each Solely with respect to matters described in Section 4, during the Support Period, each Stockholder hereby irrevocably appoints and unconditionally grants to, and appoints, Parent or any designee of Parent as its such Stockholder’s proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, (with full power of substitution substitution), for and resubstitutionin the name, place and stead of such Stockholder, to vote such Stockholder’s Covered or cause to be voted (including by proxy or written consent, if applicable) the Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of on the matters described in ‎Section 2.01 is to be consideredSection 4; provided, however, provided that such each Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 5 shall be effective if, and only if, such Stockholder 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 Section 4 are to be considered considered, a duly executed irrevocable proxy card (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) validly directing that such Stockholder’s Covered all of their Shares be voted in accordance with ‎Section 2.01Section 4; provided, further, for the avoidance that any grant of doubt, that such proxy and voting and related rights are expressly limited shall only entitle Parent or its designee to those vote on the matters set forth in specified by Section 2.01 that are presented for consideration to the Company’s stockholders generally4, and each Stockholder shall retain at all times the authority 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 all other matters. This For the avoidance of doubt, nothing herein shall restrict a Stockholder from voting or granting consents or approvals in respect 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 contemplated herebyset forth in this Section 5, if it becomes effective, 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 such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy, if it becomes effective, is coupled with an interest, interest and is given as an additional inducement of Parent intended to enter into the Merger Agreement and shall be irrevocable prior to until the termination of this Agreement in accordance with ‎Section 5.01Agreement, at which time it will terminate automatically. If for any such reason any proxy shall automatically terminate. Parent may terminate granted herein is not irrevocable and is revoked after it becomes effective, then the Stockholder agrees, until the termination of this proxy Agreement, to vote the Shares in accordance with Section 4, solely with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholdermatters set forth in Section 4. The parties agree that the foregoing is a voting agreement.

Proxy. Each Stockholder of the NGP VIII Parties hereby irrevocably appoints revokes any and all previous proxies granted with respect to the Subject Securities. By entering into this Agreement, each of the NGP VIII Parties hereby grants a power-of-attorney and proxy appointing the 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, as its proxy and such NGP VIII Party’s attorney-in-fact Parent and any Person designated proxy, for and in writing such NGP VIII Party’s name, to be counted as present and to vote, to execute written consents or otherwise to act on behalf of such NGP VIII Party with respect to the 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 Sections 1.1 and 1.2 with respect to the Reserved Matters). The power-of-attorney and proxy granted by Parentthe NGP VIII Parties pursuant to this Section 1.5 is irrevocable, 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 the NGP VIII Parties’ performance under this Agreement and also in consideration of the Partnership entering into this Agreement and the Contribution Agreement. The power-of-attorney and proxy granted by each of them individually, with full power the NGP VIII Parties continues for the term of substitution this Agreement and resubstitution, to vote such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company shall be automatically revoked (or adjournments or postponements thereofa) prior to the upon termination of this Agreement in accordance with ‎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, its terms and only if, such Stockholder 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 proxy card provided to Parentb) 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy with respect to any Subject Securities, upon Transfer of such Stockholder at any time at its sole election by written notice 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. The NGP VIII Parties agree not to such Stockholderattempt to revoke, frustrate the exercise of, or challenge the validity of, the irrevocable proxy granted pursuant to this Section 1.5.

Proxy. Each Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Stockholder does hereby irrevocably appoints as its proxy and attorney-in-fact Parent appoint the Company and any Person designated in writing by Parent, each of them individually, its designees with full power of substitution and resubstitution, to vote as such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at true and lawful attorney and irrevocable proxy to vote and exercise all voting and related rights, including the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior right to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that sign such Stockholder’s grant of the proxy contemplated by name (solely in its capacity as a stockholder) to any Stockholder consent, if Stockholder is unable to perform or otherwise does not perform his, her or its obligations under this ‎Section 2.03 shall be effective ifAgreement, and only if, such Stockholder has not delivered with respect to the Secretary of the Company at least five Business Days prior Shares and New Shares solely with respect 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 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 1 hereof. Each Stockholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Stockholder with respect to the Shares and New Shares and represents that none of such previously-granted proxies are presented for irrevocable. The Stockholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company’s stockholders generally, Insight, Merger Sub I 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 Merger Sub II to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Stockholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Stockholder and the obligations of such Stockholder shall be irrevocable prior binding on such Stockholder’s heirs, personal representatives, successors, transferees and assigns. Each Stockholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares and New Shares with respect to the termination matters set forth in Section 1 until after the Expiration Date. With respect to any Shares and New Shares that are owned beneficially by the Stockholder but are not held of record by the Stockholder (other than shares beneficially owned by the Stockholder that are held in the name of a bank, broker or nominee), the Stockholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy Section 6 with respect to such Stockholder at any time at its sole election by written notice provided Shares and New Shares. Notwithstanding anything contained herein to such Stockholderthe contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

Proxy. Each The Stockholder hereby irrevocably appoints as its the Stockholder’s proxy and attorney-in-fact Parent fact, Mxxxxxx Xxxxxxx, the Chief Financial Officer of the Company, and Txxxxxx Xxxxxx, the Chief Executive Officer of the Company, and any Person designated in writing by Parentindividual who shall hereafter succeed any such persons, each of them individually, with full power of substitution and resubstitution, to cause all of the Lock-Up Shares that the Stockholder would be entitled to vote such Stockholder’s Covered if personally present to be counted as present at any shareholder meeting called to consider any matter of the Company, and to vote or execute written consents with respect to the Lock-Up Shares in accordance with ‎Section 2.01 at Section 3 prior to the Company Stockholder Meeting and end of the Lock-Up Period at any annual or special meetings of stockholders shareholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 Section 3 is to be considered; provided, however, that such the Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 5 shall be effective if, and only if, such the Stockholder has not delivered to the Secretary of the Company at least five ten (10) Business Days prior to the meeting at which any of the matters described in ‎Section 2.01 Section 3 is to be considered a duly executed irrevocable proxy card (provided previously approved by the Company, and that sensitive information such as account numbers may only be redacted from revoked only after the proxy card provided to Parent) validly end of the Lock-Up Period, directing that such Stockholder’s Covered the Lock-Up 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 matters3. This proxy contemplated herebyproxy, 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 end of this Agreement in accordance with ‎Section 5.01the Lock-Up Period, at which time any such proxy shall automatically terminate. Parent The Stockholder (solely in capacity as such) shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. The Company may terminate this proxy with respect to such the Stockholder at any time at its sole election by written notice provided to such the Stockholder.

Proxy. Each The Stockholder hereby irrevocably appoints 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, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s the Covered Stockholder Shares in accordance with ‎Section Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section Section 5.01 at which any of the matters described in ‎Section Section 2.01 is to be considered; provided, however, that such the Stockholder’s (and any such Affiliates’) grant of the proxy contemplated by this ‎Section Section 2.03 shall be effective if, and only if, the Stockholder (or such Stockholder Affiliate, as applicable) has not delivered to the Secretary of the Company at least five ten (10) Business Days prior to the meeting at which any of the matters described in ‎Section 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 proxy card provided to Parent) validly directing that such Stockholder’s the Covered Stockholder Shares be voted in accordance with ‎Section 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(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 Agreement in accordance with ‎Section Section 5.01, at which time any such proxy shall automatically 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 do so) as may be reasonably necessary to effectuate the intent of this proxy. Parent may terminate this proxy with respect to such the Stockholder (or any Affiliates) at any time at its sole election by written notice provided to such the Stockholder.

Proxy. Each (a) Without limiting any other rights or remedies of the Company, each Stockholder hereby irrevocably appoints the Company or any individual designated by the Company as its proxy and the Stockholder’s agent, attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, proxy (with full power of substitution and resubstitutionresubstituting), for and in the name, place and stead of the Stockholder, to vote such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at attend on behalf of the Company Stockholder Meeting and at any annual or special meetings meeting of the stockholders of the Company with respect to the matters described in Section 1.4, to include the Subject Securities in any computation for purposes of establishing a quorum at any such meeting of the stockholders of the Company, to vote (or adjournments cause to be voted) the Subject Securities or postponements thereofconsent (or withhold consent) prior with respect to the termination of this Agreement in accordance with ‎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 Section 1.4 in connection with any meeting of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder has not delivered to the Secretary stockholders of the Company at least five Business Days or any action by written consent by the stockholders of the Company (including the Written Consent), in each case, in the event that the Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1.4. (b) The proxy granted by the Stockholder pursuant to Section 1.5(a) is coupled with an interest sufficient in Law to support an irrevocable proxy and is granted in consideration for the Company entering into the Merger Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Stockholder pursuant to Section 1.5(a) is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Stockholder and shall revoke any and all prior proxies granted by the Stockholder with respect to the meeting at which any Subject Securities. The vote or consent 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 proxy card provided to Parent) validly directing that such Stockholder’s Covered Shares be voted proxyholder in accordance with ‎Section 2.01; providedSection 1.5(a) and with respect to the matters in Section 1.4 shall control in the event of any conflict between such vote or consent by the proxyholder of the Subject Securities and a vote or consent by the Stockholder of the Subject Securities (or any other Person with the power to vote the Subject Securities) with respect to the matters in Section 1.4. The proxyholder may not exercise the proxy granted pursuant to Section 1.5(a) on any matter except those provided in Section 1.4. For the avoidance of doubt, furtherthe Stockholder may vote the Subject Securities on all other matters, subject to, for the avoidance of doubt, that such proxy the other applicable covenants, agreements and voting and related rights are expressly limited to those matters obligations 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such StockholderAgreement.

Proxy. Each Until the Expiration Date, Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact fact, Parent and any Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s or execute written consents with respect to the Covered Shares owned by Stockholder as of the applicable record date in accordance with ‎Section Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders Stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section Section 2.01 is to be considered; provided, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 2.02 shall be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company at least five Business Days ten business days prior to the meeting at which any of the matters described in ‎Section 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 proxy card provided to Parent) validly directing that such Stockholder’s the Covered Shares of Stockholder be voted in accordance with ‎Section 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 herebyproxy, 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 Agreement in accordance with ‎Section 5.01Expiration Date, at which time any such proxy shall automatically terminateterminate automatically. Stockholder (solely in 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 may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder. Stockholder hereby revokes (and shall cause to be revoked) any and all previous proxies or powers of attorney with respect to Stockholder’s Covered Shares that conflict with this Agreement.

Proxy. Each Stockholder BACI hereby irrevocably appoints as its proxy and attorney-in-fact Parent Xxxxx Xxx, Xxxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxxxx, in their respective capacities as directors of BCP 1, and any other Person designated in writing by ParentBCP 1, each of them individually, with full power of substitution and resubstitutionsubstitution, to vote such Stockholder’s Covered Shares in accordance or execute written consents with ‎Section 2.01 at respect to all shares of Common Stock held by BACI with respect to all matters to be acted upon by the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior at any time and from time to time during the termination term of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that (except as such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 (earlier revoked as provided that sensitive information such as account numbers may be redacted from the 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 mattersbelow). 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 interest and shall be irrevocable prior to the termination of this Agreement with respect to BACI in accordance with ‎Section 5.01the 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, at which time any such this proxy shall be automatically terminaterevoked, solely with respect to the shares so Transferred; provided, further that at such time as the Blackstone Entities and BACI own an aggregate percentage of shares of Common Stock outstanding less than 50%, this proxy shall be automatically revoked, with respect to all of the shares of Common Stock held by BACI. Parent 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 BACI with respect to any shares of Common Stock held by BACI. BCP 1 may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to BACI. Upon BACI's written request to BCP 1, BCP 1 will notify BACI of the aggregate ownership percentage of Common Stock outstanding that the Blackstone Entities own as of the date of such Stockholdernotice.

Proxy. Each Stockholder hereby irrevocably appoints 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 Parent the Company and any Person designated in writing by Parentthe Company, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s Covered Shares in accordance with ‎Section Section 2.01 at the Company Parent Stockholder Meeting and at any annual or special meetings of stockholders of the Company Parent (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section Section 5.01 at which any of the matters described in ‎Section 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 Section 2.03 shall be effective if, and only if, such Stockholder (or such Affiliate, as applicable) has not delivered to the Secretary of the Company Parent at least five ten (10) Business Days prior to the meeting at which any of the matters described in ‎Section 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 proxy card provided to Parentthe Company) validly directing that such Stockholder’s Covered Shares be voted in accordance with ‎Section 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(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 the Company to enter into the Merger Agreement and shall be irrevocable prior to the termination of this Agreement in accordance with ‎Section Section 5.01, at which time any such proxy shall automatically terminate. Parent 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 do so) as may be reasonably necessary to effectuate the intent of this proxy. The Company may terminate this proxy with respect to such Stockholder (or any of its controlled Affiliates) at any time at its sole election by written notice provided to such Stockholder.

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 irrevocably appoints as its proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individuallyor any nominee thereof, with full power of substitution and resubstitution, as its true and lawful proxy and attorney-in-fact, only in the event that such Stockholder does not comply with its obligations in Section 2.1, to vote such or execute a written consent with respect to the Stockholder’s Covered Shares in accordance with ‎Section 2.01 at 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 Company Stockholder Meeting will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and at hereby revokes any annual or special meetings proxy previously granted by the Stockholder with respect to any of stockholders of its Covered Shares. The proxy granted by the Company (or adjournments or postponements thereof) prior to Stockholder shall be automatically revoked upon the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; providedAgreement, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 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 generally6.1, 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may further terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such the Stockholder. The proxyholder may not exercise the proxy granted pursuant to this Section 2.3 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. During the Significant Holder Period, with respect to any 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 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 and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individuallyfact, with full power of substitution to (i) vote and resubstitutionexercise all voting, consent and similar rights of such Investor Stockholder with respect to any Company Proposals that the Investor Stockholders are required to vote such Stockholder’s Covered Shares on in accordance with ‎Section 2.01 at 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 Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior Investor Stockholders are required to the termination of this Agreement vote on in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; Section 5(a), provided, however, that the Company may exercise the irrevocable proxy and power of attorney granted to it with respect to an Investor Stockholder pursuant to this Section 5(b) only at those times such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Investor Stockholder has not delivered been provided notice of a Company Proposal that the Investor Stockholders are required 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 proxy card provided to Parent) validly directing that such Stockholder’s Covered Shares be voted vote on in accordance with ‎Section 2.01; provided, further, for Section 5(a) and fails to comply with the avoidance provisions of doubt, that such proxy this Section 5. The proxies and voting and related rights powers granted by each Investor Stockholder pursuant to this Section 5(b) 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 interest and are given as an additional inducement to secure the performance of Parent to enter into the Merger Agreement each Investor Stockholder’s obligations and duties under this Section 5. Such proxies and powers shall be irrevocable prior to the termination of this Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy with respect to each Investor Stockholder during the Significant Holder Period, and shall survive the bankruptcy or dissolution of such Investor Stockholder at any time at and the subsequent holders of its sole election by written notice provided to such StockholderPurchaser Shares.

Proxy. Each In order to fully implement the agreement of each Stockholder set forth in Section 1.1 above, each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individuallyCompany, with full power of substitution (Company and resubstitutionits substitutes being referred to herein as the “Proxy”), as the true and lawful attorney and proxy of such 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 Parent or to which such Stockholder is entitled to express consent or dissent to corporate action in writing without a meeting, in the Proxy’s absolute, sole and binding discretion, on the matters specified in Section 1.1 above. Each Stockholder agrees that the Proxy may, in such Stockholder’s Covered name and stead, (i) attend any annual or special meeting of the stockholders of the Parent and vote all Stockholder Shares of such Stockholder at any such annual or special meeting as to the matters specified in accordance Section 1.1 above, and (ii) execute with ‎Section 2.01 at respect to all Stockholder Shares of such Stockholder any written consent to, or dissent from, corporate action respecting any matter specified in Section 1.1 above. Such Stockholder agrees to refrain from (A) voting the Company Stockholder Meeting and Shares of such Stockholder at any annual or special meetings meeting of the stockholders of the Company Parent in any manner inconsistent with the terms of this Agreement, (or adjournments or postponements thereofB) prior executing any written consent in lieu of a meeting of the stockholders of the Parent in any manner inconsistent with the terms of this Agreement, (C) exercising any rights of dissent with respect to the termination Stockholder Shares of such Stockholder, and (D) granting any proxy or authorization to any person with respect to the voting of the Stockholder Shares of such Stockholder, except pursuant to this Agreement, or taking any action contrary to or in any manner inconsistent with the terms of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, Agreement. Each Stockholder agrees that such Stockholder’s this grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 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 appointment of attorney is irrevocable 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 interest and agrees that the person designated as an additional inducement of Parent to enter into the Merger Agreement and shall be irrevocable prior to the termination of this Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent Proxy pursuant hereto may terminate this proxy with respect to such Stockholder at any time at name any other person as its sole election by written notice provided substituted Proxy to such Stockholderact pursuant hereto, either as to a specific matter or as to all matters.

Proxy. Each (a) The Stockholder hereby irrevocably appoints as its his proxy and attorney-in-fact Parent fact, Xxxxxx X. Xxxxx, the Senior Vice President and General Counsel of Parent, and Xxxxxxx X. Xxxx, the Senior Vice President and Chief Financial Officer of Parent, and any individual who shall hereafter succeed any such persons, and any other Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s or execute written consents with respect to the Covered Shares of the Stockholder in accordance with ‎Section 2.01 Section 2.1 prior to the Expiration Date at the Company Stockholder Stockholders’ Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 Section 2.1 is to be considered; provided, however, that such the Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 2.3 shall be effective if, and only if, such the Stockholder has not delivered to the Secretary of the Company at least five Business Days ten business days prior to the meeting at which any of the matters described in ‎Section 2.01 Section 2.1 is to be considered considered, a duly executed irrevocable proxy card (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) validly previously approved by Parent directing that such Stockholder’s the Covered Shares of the Stockholder 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 matters2.1. This proxy contemplated herebyproxy, 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 Agreement in accordance with ‎Section 5.01Expiration Date, at which time any such proxy shall automatically terminate. The Stockholder (solely in his capacity as such) shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Parent may terminate this proxy with respect to such the Stockholder at any time at its sole election by written notice provided to such the Stockholder. (b) Notwithstanding Section 2.3(a), in the event of an Adverse Recommendation Change made pursuant to Section 6.4(e) of the Merger Agreement and in compliance with the Merger Agreement, the right and proxy of Parent and its designees to vote or to execute written consents with respect to the Covered Shares in the manner set forth in Section 2.3(a), and appointment as attorney-in-fact (the “Proxy”), shall be modified (without any further notice or any action by the Company or the Stockholder) such that: (i) the Proxy shall be limited to the Lock-Up Subject Shares and (ii) the Stockholder, in his sole discretion, shall be entitled to vote (or cause to be voted), in person or by proxy, all of the remaining Existing Shares in excess of the Lock-Up Subject Shares in any manner he may choose.

Proxy. Each (a) Solely in furtherance of Section 1.2 of this Agreement and subject to termination as provided in Section 3.1 of this Agreement, Stockholder (i) hereby irrevocably appoints grants to, and appoints, Acquirer or any individual designated by Acquirer as its the Stockholder’s agent, irrevocable proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, (with full power of substitution and resubstitution, ) to vote such Stockholder’s Covered the Shares in accordance with ‎Section 2.01 held of record or beneficially by Stockholder at the Company Stockholder Meeting and at any annual or special meetings of stockholders time of the Company (applicable vote or adjournments consent, provide written consents, express consent or postponements thereof) prior to the termination otherwise utilize voting power as indicated in Section 1.2 of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be consideredAgreement; provided, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 1.3(a) shall be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company Acquirer at least five Business Days prior to the such meeting at which any of the matters described in ‎Section 2.01 is to be considered a duly executed proxy card previously approved by Acquirer voting Stockholder’s Shares in the manner specified in Section 1.2 or in the event such proxy card has been thereafter modified or revoked 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 card (provided that sensitive information such as account numbers may be redacted from the 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 this 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 hereby1.3, if it becomes effectiveeffective 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 Agreement and (iii) hereby (a) affirms that the irrevocable proxy is coupled with an interestinterest and (b) affirms that such irrevocable proxy, if it becomes effective pursuant to clause (i), is given as an additional inducement of Parent executed and intended to enter into the Merger Agreement and shall be irrevocable in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware. (b) Stockholder hereby represents that all proxies, powers of attorney, instructions or other requests given by Stockholder prior to the termination execution of this Agreement in accordance with ‎Section 5.01respect of the voting of Stockholder’s Shares, at which time if any, are not irrevocable and Stockholder hereby revokes (or causes to be revoked) any such proxy shall automatically terminate. Parent may terminate this proxy and all previous proxies, powers of attorney, instructions or other requests with respect to such Stockholder’s Shares. The vote, if any, of the proxy holder pursuant to the proxy set forth in this Section 1.3 shall control the outcome, and be determinative, of any conflict between the vote by the proxy holder of the Shares and a vote by a Stockholder at any time at its sole election by written notice provided of the Shares. Stockholder shall provide evidence to such StockholderAcquirer in connection with the actions of the Stockholder under or relating to this Section 1.3 as Acquirer shall reasonably request.

Proxy. Each During the Support Period, each Stockholder hereby irrevocably appoints and unconditionally grants to, and appoints, Parent or any designee of Parent as its such Stockholder’s proxy and attorney-in-fact Parent and any Person designated in writing by Parent, each of them individually, (with full power of substitution substitution), for and resubstitutionin the name, place and stead of such Stockholder, to vote such Stockholder’s Covered or cause to be voted (including by proxy or written consent, if applicable) the Shares as of the applicable record date in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be consideredSection 3; provided, however, provided that such each Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 4 shall be effective if, and only if, such Stockholder 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 Section 3 are to be considered considered, a duly executed irrevocable proxy card (provided that sensitive information such as account numbers may be redacted from the proxy card provided to Parent) validly directing that such Stockholder’s Covered all of their Shares be voted in accordance with ‎Section 2.01Section 3; provided, further, for the avoidance that any grant of doubt, that such proxy and voting and related rights are expressly limited shall only entitle Parent or its designee to those vote on the matters set forth in specified by Section 2.01 that are presented for consideration to the Company’s stockholders generally3, and each Stockholder shall retain at all times the authority 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 all other matters. This Each Stockholder hereby represents that any proxies heretofore given in respect 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 contemplated herebyset forth in this Section 4, if it becomes effective, 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 such Stockholder under this Agreement. The parties hereby further affirm that the irrevocable proxy, if it becomes effective, is coupled with an interest, interest and is given as an additional inducement of Parent intended to enter into the Merger Agreement and shall be irrevocable prior to until the termination of this Agreement in accordance with ‎Section 5.01Agreement, at which time it will terminate automatically. If for any such reason any proxy shall automatically terminategranted herein is not irrevocable and is revoked after it becomes effective, then the Stockholder agrees, until the termination of this Agreement, to vote the Shares in accordance with Section 3. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such StockholderThe parties agree that the foregoing is a voting agreement.

Proxy. Each (a) By way of execution and delivery of this Agreement, the Stockholder hereby irrevocably appoints and constitutes Xxxxx X. Xxxxxxx, Assistant Secretary of the Company, and Xxxx Xxxxxxxxx, Vice President of Law of the Company, as its proxy attorneys and attorney-in-fact Parent and any Person designated in writing by Parentproxies, each of them individually, with full power of substitution and resubstitution, to vote such the full extent of the Stockholder’s Covered voting rights with respect to the Subject Securities. Upon the execution of this Agreement, all prior proxies given by the Stockholder with respect to any of the Subject Securities shall be deemed revoked, and the Stockholder agrees that no subsequent proxies will be given with respect to any of the Subject Securities. (b) This proxy is irrevocable and is coupled with an interest. This proxy will be irrevocable for the term hereof and will terminate (i) on the Voting Covenant Expiration Date, and (ii) with respect to Unrestricted Shares, upon the date of Transfer of the Subject Securities to an Unrestricted Transferee. (c) Until the termination of this proxy pursuant to Section 3.2(b), the attorneys and proxies named above will be empowered, and may exercise this proxy, to vote the Subject Securities other than Unrestricted Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting Stockholders’ Meeting, however called, or any adjournment or postponement thereof, and at in connection with any annual or special meetings written action by consent of stockholders of the Company (if then permitted): (i) in favor of approval or adjournments ratification of the issuance of all Company Common Stock issuable upon conversion of the Convertible Secured Notes; and in favor of, or postponements thereof) prior to in ratification of, any action recommended by the termination Board of this Agreement Directors in accordance with ‎Section 5.01 at which furtherance of any of the matters described foregoing; and (ii) against any action or agreement that the Company has advised the Stockholder in ‎Section 2.01 is to be considered; provided, however, that such Stockholder’s grant of writing in advance would impair the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder has not delivered to the Secretary ability of the Company at least five Business Days prior to the meeting at which any issue shares of Company Common Stock upon conversion of the Convertible Secured Notes or that would otherwise be inconsistent with, prevent, impede or delay the ability of the Company to issue shares of Company Common Stock upon conversion of the Convertible Secured Notes. (d) The Stockholder may vote the Subject Securities on all other matters described not referred to 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 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 generallythis proxy, 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 attorneys 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent proxies named above may terminate not exercise this proxy with respect to such other matters, provided that this does not have the effect or intent of frustrating clause (c) above. (e) This proxy shall be binding upon the heirs, estate, executors, personal representatives, successors and assigns of the Stockholder at and will survive the merger or reorganization of any time at its sole election by written notice provided to such Stockholder. (f) The Stockholder shall not be liable for any breach of this Agreement arising out of any exercise by the Company of the proxy granted to the Company pursuant to this Section 3.2.

Proxy. Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent fact, the Company and any Person designated in writing by Parentthe Company, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s vote, or act by written consent, the Covered Shares Beneficially Owned by such Stockholder in accordance with ‎Section Section 2.01 as the Company or such designated Person, in its sole discretion, deem proper prior to the Expiration Time at the Company Stockholder Meeting and at any annual or special meetings other meeting of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section Section 2.01 is to be considered; provided, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section Section 2.03 shall will be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company at least five ten Business Days prior to the meeting at which any of the matters described in ‎Section Section 2.01 is to be considered a duly executed irrevocable proxy card previously approved by Company (provided that sensitive information such as account numbers may approval not to be redacted from the proxy card provided to Parentunreasonably withheld) validly directing that such Stockholder’s the Covered Shares of such Stockholder be voted in accordance with ‎Section 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 herebyproxy, if it becomes effective, is coupled with an interest, is given as an additional inducement of Parent the Company to enter into the Merger Framework Agreement and shall be is irrevocable prior to the termination of this Agreement in accordance with ‎Section 5.01Expiration Time, at which time any such proxy shall automatically will terminate. Parent Each Stockholder (solely in its capacity as such) will take such further actions or execute such other instruments as may terminate be necessary to effectuate the intent of this proxy proxy. Such Stockholder agrees that, during the term of this Agreement, such Stockholder will not, directly or indirectly, and will not permit any of its controlled Affiliates to, deposit any of such Stockholder’s Covered Shares in a voting trust, grant any proxies with respect to such Stockholder at Stockholder’s Covered Shares, or subject any time at its sole election by written notice provided to of such Stockholder’s Covered Shares to any arrangement with respect to the voting of such Stockholder’s Covered Shares other than pursuant to this Agreement.

Proxy. Each Stockholder hereby irrevocably appoints as its proxy and attorney-in-fact Parent 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 any other Person designated in writing by Parent, each of them individually, with full power of substitution and resubstitution, to vote such Stockholder’s or execute written consents with respect to the Covered Shares of such Stockholder in accordance with ‎Section 2.01 at Section 2.1(a)(ii) prior to the Company Stockholder Meeting and Expiration Date at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 Section 2.1(a) is to be considered; provided, provided however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 Section 2.3 shall be effective if, and only if, such Stockholder has not delivered to the Secretary of the Company at least five ten (10) Business Days prior to the meeting at which any of the matters described in ‎Section 2.01 Section 2.1 is to be considered a duly executed irrevocable proxy card (provided previously approved by Parent, and that sensitive information such may only be revoked as account numbers may be redacted from of the proxy card provided to Parent) validly Expiration Date, directing that such Stockholder’s the Covered Shares of such Stockholder 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 matters2.1(a). This proxy contemplated herebyproxy, 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 Agreement in accordance with ‎Section 5.01Expiration Date, at which time any such proxy shall automatically terminate. Each Stockholder (solely in its capacity as such) shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. Parent may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholder.

Proxy. Each Stockholder BACI hereby irrevocably appoints as its proxy and attorney-in-fact Parent Xxxxx Xxx, Xxxxxxxx X. Xxxxxxx and Xxxxx Xxxxxxxxx, in their respective capacities as directors of BCP 1, and any other Person designated in writing by ParentBCP 1, each of them individually, with full power of substitution and resubstitutionsubstitution, to vote such Stockholder’s Covered Shares in accordance or execute written consents with ‎Section 2.01 at respect to all shares of Common Stock held by BACI with respect to all matters to be acted upon by the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior at any time and from time to time during the termination term of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that (except as such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 (earlier revoked as provided that sensitive information such as account numbers may be redacted from the 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 mattersbelow). 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 interest and shall be irrevocable prior to the termination of this Agreement with respect to BACI in accordance with ‎Section 5.01the 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, at which time any such this proxy shall be automatically terminaterevoked, solely with respect to the shares so Transferred; provided, further that at such time as the Blackstone Entities and BACI own an aggregate percentage of shares of Common Stock outstanding less than 50%, this proxy shall be automatically revoked, with respect to all of the shares of Common Stock held by BACI. Parent 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 BACI with respect to any shares of Common Stock held by BACI. BCP 1 may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to BACI. Upon BACI’s written request to BCP 1, BCP 1 will notify BACI of the aggregate ownership percentage of Common Stock outstanding that the Blackstone Entities own as of the date of such Stockholdernotice.

Proxy. Each Stockholder BACI hereby irrevocably appoints as its proxy and attorney-in-fact Parent Cxxxx Xxx, Bxxxxxxx X. Xxxxxxx and Axxxx Xxxxxxxxx, in their respective capacities as directors of BCP 1, and any other Person designated in writing by ParentBCP 1, each of them individually, with full power of substitution and resubstitutionsubstitution, to vote such Stockholder’s Covered Shares in accordance or execute written consents with ‎Section 2.01 at respect to all shares of Common Stock held by BACI with respect to all matters to be acted upon by the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior at any time and from time to time during the termination term of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; provided, however, that (except as such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 (earlier revoked as provided that sensitive information such as account numbers may be redacted from the 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 mattersbelow). 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 interest and shall be irrevocable prior to the termination of this Agreement with respect to BACI in accordance with ‎Section 5.01the 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, at which time any such this proxy shall be automatically terminaterevoked, solely with respect to the shares so Transferred; provided, further that at such time as the Blackstone Entities and BACI own an aggregate percentage of shares of Common Stock outstanding less than 50%, this proxy shall be automatically revoked, with respect to all of the shares of Common Stock held by BACI. Parent 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 BACI with respect to any shares of Common Stock held by BACI. BCP 1 may terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to BACI. Upon BACI’s written request to BCP 1, BCP 1 will notify BACI of the aggregate ownership percentage of Common Stock outstanding that the Blackstone Entities own as of the date of such Stockholdernotice.

Proxy. Each Stockholder Subject to the penultimate sentence of this Section 6, by execution of this Agreement, each Shareholder does hereby irrevocably appoints as its proxy and attorney-in-fact Parent appoint the Company and any Person designated in writing by Parent, each of them individually, its designees with full power of substitution and resubstitution, as such Shareholder’s true and lawful attorney and irrevocable proxy to vote such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at the Company Stockholder Meeting and at any annual or special meetings of stockholders of the Company (or adjournments or postponements thereof) prior to the termination of this Agreement in accordance with ‎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 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 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 exercise all voting and related rights are expressly limited rights, including the right to those sign such Shareholder’s name (solely in its capacity as a Shareholder) to any Shareholder consent, if Shareholder is unable to perform or otherwise does not perform his, her or its obligations under this Agreement, with respect to the Shares and New Shares solely with respect to the matters set forth in Section 2.01 1 hereof. Each Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date, hereby revokes any proxy previously granted by such Shareholder with respect to the Shares and New Shares and represents that none of such previously-granted proxies are presented for irrevocable. The Shareholder hereby affirms that the proxy set forth in this Section 6 is given in connection with, and granted in consideration of, and as an inducement to the Company’s stockholders generally, Insight, Merger Sub I 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 Merger Sub II to enter into the Merger Agreement and that such proxy is given to secure the obligations of the Shareholder under Section 1. The irrevocable proxy and power of attorney granted herein shall survive the death or incapacity of such Shareholder and the obligations of such Shareholder shall be irrevocable prior binding on such Shareholder’s heirs, personal representatives, successors, transferees and assigns. Each Shareholder hereby agrees not to grant any subsequent powers of attorney or proxies with respect to any Shares and New Shares with respect to the termination matters set forth in Section 1 until after the Expiration Date. With respect to any Shares and New Shares that are owned beneficially by the Shareholder but are not held of record by the Shareholder, the Shareholder shall take all action necessary to cause the record holder of such Shares to grant the irrevocable proxy and take all other actions provided for in this Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may terminate this proxy Section 6 with respect to such Stockholder at any time at its sole election by written notice provided Shares and New Shares. Notwithstanding anything contained herein to such Stockholderthe contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date.

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 irrevocably appoints as its proxy and attorney-in-fact Parent and any Person designated in writing by appoint Parent, each of them individuallyor any nominee thereof, with full power of substitution and resubstitution, as its true and lawful proxy and attorney-in-fact, only in the event that such Stockholders do not comply with their obligations in Section 2.1, to vote such Stockholder’s or execute a written consent with respect to the Stockholders’ Covered Shares in accordance with ‎Section 2.01 at 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 the Company Stockholder Meeting Stockholders will take such further action or execute such other instruments as may be reasonably necessary to effectuate the intent of this proxy and at hereby revoke any annual or special meetings proxy previously granted by the Stockholders with respect to any of stockholders of their Covered Shares. The proxy granted by the Company (or adjournments or postponements thereof) prior to Stockholders shall be automatically revoked upon the termination of this Agreement in accordance with ‎Section 5.01 at which any of the matters described in ‎Section 2.01 is to be considered; providedAgreement, however, that such Stockholder’s grant of the proxy contemplated by this ‎Section 2.03 shall be effective if, and only if, such Stockholder 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 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 generally6.1, 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent may further terminate this proxy with respect to such Stockholder at any time at its sole election by written notice provided to such Stockholderthe Stockholders. The proxyholder may not exercise the proxy granted pursuant to this Section 2.3 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 Stockholder (other than the Rxxxxxxx Grandchildren Trust) hereby irrevocably appoints as its proxy and attorney-in-fact Parent 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 any other Person designated in writing by ParentTD, each of them individually, with full power of substitution and resubstitutionsubstitution, to vote or execute written consents with respect to such Stockholder’s Covered Shares in accordance with ‎Section 2.01 at Section 2.1 hereof during the Company term of this Agreement, provided that such proxy may only be exercised if such Stockholder Meeting fails to comply with the terms of Section 2.1 and at any annual or special meetings of stockholders of if no Change in Ameritrade Recommendation has occurred. This proxy is coupled with an interest and shall be irrevocable during the Company (or adjournments or postponements thereof) prior to the termination term of this Agreement (except upon the earlier occurrence of a Change in accordance with ‎Section 5.01 at Ameritrade Recommendation, in 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 case it shall be effective ifautomatically revoked), and only if, each Stockholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Stockholder has not delivered with respect 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 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 Shares. The foregoing 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 generallyis subject to, and each Stockholder shall retain at only become effective upon, TD having received all times necessary regulatory approvals and consents, if any, required under applicable law to exercise the to vote voting powers granted by such Stockholder’s Covered Shares (or to direct how such Covered Shares proxy, as shall be voted) determined in such Stockholder’s sole discretion and without any other limitation on any other mattersgood faith by TD. 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 Agreement in accordance with ‎Section 5.01, at which time any such proxy shall automatically terminate. Parent TD may terminate this proxy with respect to such any Stockholder at any time at its sole election by written notice provided to such Stockholder.