Common use of Proxy Clause in Contracts

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholders, to vote all Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCL. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.

Proxy. In furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, the Shareholder hereby appoint Parent appoints Xxxxxxxx X.X. Xxxxx, Xxxxx Xxxxxxxx, Xxxx Akunis and Parent’s Xxxxxxx Xxxxx, and each of their designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all the Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment thereof)Meeting, or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption approval of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is heldTransactions, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that the Shareholder is aware would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger AgreementAgreement or any of the Ancillary Agreements, (iii) against any Company Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the MergerMerger and/or the Transactions. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Each The Shareholder represents that any and all other proxies and voting instructions heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies and voting instructions have been revoked. Each The Shareholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such the Shareholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLAgreement. All authority herein conferred shall survive the death or incapacity of each the Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each the Shareholder. To the extent necessary, the Shareholder shall deliver all documents that are reasonably necessary in order to enable the forgoing proxy to be implemented and effected for the purposes set forth therein.

Proxy. In furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, Shareholder hereby appoint Parent appoints HFN Trust Company Ltd. and ParentHFN Trust Company Ltd.’s designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all Shareholder Shares (at any meeting of Shareholders shareholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is heldTransactions, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Each Shareholder represents that any and all other proxies heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such Shareholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLAgreement. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.

Proxy. In furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, the Shareholder hereby appoint Parent appoints Cxxxxxxx X.X. Xxxxx, Sxxxx Xxxxxxxx, Mxxx Akunis and Parent’s Mxxxxxx Xxxxx, and each of their designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all the Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment thereof)Meeting, or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of (A) the adoption approval of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is heldTransactions, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that the Shareholder is aware would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger AgreementAgreement or any of the Ancillary Agreements, (iii) against any Company Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the MergerMerger and/or the Transactions. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with Section 3 hereof. Each The Shareholder represents that any and all other proxies and voting instructions heretofore given in respect of the Shareholder Shares are revocable, and that such other proxies and voting instructions have been revoked. Each The Shareholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such the Shareholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLAgreement. All authority herein conferred shall survive the death or incapacity of each the Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each the Shareholder. To the extent necessary, the Shareholder shall deliver all documents that are reasonably necessary in order to enable the forgoing proxy to be implemented and effected for the purposes set forth therein.

Proxy. In furtherance Each Stockholder hereby revokes any and all previous proxies granted with respect to such Stockholder's Shares. Each Stockholder, by this Agreement, with respect to such Stockholder's Shares, does hereby constitute and appoint Buyer, or any nominee of the Shareholders’ agreement in Section 1(a)Buyer, the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution), as its true and lawful attorney and proxy, for and in the its name, place and stead of the Shareholdersstead, to vote all Shareholder each of such Stockholder's Shares (as its proxy, at any meeting every annual, special or adjourned meeting, or solicitation of Shareholders consents, of the stockholders of the Company however called (including the right to sign its name (as stockholder) to any consent, certificate or any adjournment thereof), or other document relating to execute one or more written consents in respect the Company that the law of the Shareholder Shares, State of Delaware may permit or require) (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption this Agreement and approval of the foregoing on Merger and the date on which such meeting is heldother transactions contemplated hereby and by the Merger Agreement, (ii) against any proposal for any recapitalization, merger, sale of assets or other business combination between the Company and any person or entity (other than the Merger) or any other action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company under the Merger Agreement not being fulfilled, and (iii) in favor of any other matter relating to consummation of the transactions contemplated by the Merger Agreement and this Agreement. Each Stockholder further agrees to cause such Stockholder's Shares that are outstanding and owned by it beneficially to be voted in accordance with the foregoing. The proxy granted by each Stockholder pursuant to this Article II is irrevocable and is granted in consideration of Buyer's entering into this Agreement and the Merger Agreement; provided, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement)however, amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such such proxy shall be valid and irrevocable until revoked upon the earlier of (i) termination of this Agreement in accordance with Section 4. Each Shareholder represents that any its terms and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions purchase of the NYBCL. All authority herein conferred shall survive Stockholder Shares pursuant to the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each ShareholderOffer.

Proxy. In furtherance Each Signatory Stockholder hereby revokes any and all prior proxies or powers of the Shareholders’ agreement attorney in Section 1(a)respect of any of such Signatory Stockholder's Subject Shares and constitutes and appoints Parent, the Shareholders hereby appoint Parent and or any nominee of Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution)substitution and resubstitution as its true and lawful attorney and proxy, for and in the its name, place and stead stead, 2 to vote the Subject Shares of each such Signatory Stockholder solely as and to the Shareholdersextent set forth in Section 1.1(i) through (iii); provided, however, that without limiting the foregoing, in any such vote or other action pursuant to such proxy, Parent shall not in any event have the right (and such proxy shall not confer the right) to vote against the Merger, to vote all Shareholder Shares (at any meeting of Shareholders to reduce the Offer Consideration or the Merger Consideration or otherwise modify or amend the Merger Agreement to reduce the rights or benefits of the Company however called or any adjournment thereof), stockholders of the Company (including the Signatory Stockholders) under the Offer or the Merger Agreement or to execute one reduce the obligations of Parent and/or Merger Sub thereunder; and provided, further, that the proxy granted pursuant to this Section 1.3 shall cease and shall be of no further force or more written consents in respect of the Shareholder Shares, effect upon (i) in favor of (A) the adoption of the any material breach by Parent and/or Merger Agreement and the approval of the Transactions and (B) approval Sub of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment their obligations under Section 1.01 of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (ii) any material violation by Parent and/or Merger Sub of any of the terms of this Agreement or (iii) against any Takeover Proposal or any other proposal made in opposition to adoption the termination of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4their respective terms. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCL. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each ShareholderTHE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.

Proxy. (i) In furtherance of the Shareholders’ each Shareholder’s agreement in Section 1(a), the Shareholders each Shareholder hereby appoint appoints Parent and Parentas such Shareholder’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholderssuch Shareholder, to vote all Shareholder Shares of such Shareholder (at any meeting of Shareholders shareholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of the Shareholder Shares, (iA) in favor of (A1) the adoption of the Merger Agreement and the approval of the Transactions transactions contemplated thereby and (B2) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (iiB) against any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Acquisition Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (ivC) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents Company’s organizational documents or other action action, in each case, that is intended or could reasonably be expected to prevent, prevent or materially impede, interfere with, delay, postpone with or discourage delay the consummation of the Mergertransactions contemplated by the Merger Agreement; provided, however, that a Shareholder’s grant of the proxy contemplated by this Section 1(b) shall be effective if, and only if, such Shareholder has not delivered to the Secretary of the Company at least ten business days prior to such meeting a duly executed proxy card previously approved by Parent voting the Shareholder Shares of such Shareholder in the manner specified in Section 1(a) or in the event such proxy card has been thereafter modified or revoked or otherwise fails to provide evidence of such Shareholder’s compliance with its obligations under Section 1(a) in form and substance reasonably acceptable to Parent. In the event that a Shareholder fails for any reason to vote in accordance with the requirements of this Section 1(a), the vote of the proxyholder shall control in any conflict between the vote by the proxyholder in accordance with this Agreement and a vote by such Shareholder. (ii) It is hereby agreed that Parent will use any proxy granted by a Shareholder solely in accordance with applicable Law and will only vote the Shareholder Shares subject to such proxy with respect to the matters and in the manner specified in Section 1(b)(i). (iii) Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4. Any proxy granted hereunder shall automatically terminate, and any underlying appointment shall automatically be revoked and rescinded and of no force and effect, upon the termination of this Agreement, in each case without any further action by any party. (iv) Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares of such Shareholder are revocable, and that such other proxies have been revoked or, if not yet revoked, are hereby revoked, and each Shareholder agrees to promptly notify the Company of such revocation. Each Shareholder affirms that the foregoing proxy is: (iA) given (A1) in connection with the execution of the Merger Agreement and (B2) to secure the performance of such Shareholder’s duties under this Agreement, (iiB) coupled with an interest and may not be revoked except as otherwise provided in this Agreement COUPLED WITH AN INTEREST AND MAY NOT BE REVOKED EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT and (iiiC) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLINTENDED TO BE IRREVOCABLE PRIOR TO TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH DELAWARE LAW. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.

Proxy. In Subject to Section 5(n)(iii), in furtherance of the Shareholders’ Shareholder’s agreement in Section 1(a), the Shareholders Shareholder hereby appoint appoints Parent and Parent’s designees, and each of them individually, as the Shareholders’ Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the ShareholdersShareholder, to vote all Shareholder Shares (at any meeting of Shareholders shareholders of the Company however called or any adjournment thereofor postponement thereof prior to December 31, 2024), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of the (A) the adoption of the Merger Agreement Agreement, the approval of the Transactions and the approval of any proposal or action which the Company’s shareholders are requested to consider that could reasonably be expected to facilitate the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment of any agreement) that would constitute, or could reasonably be expected to result in in, a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents Company’s organizational documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4. Each The Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each The Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such the Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLPennsylvania Business Corporation Law of 1988. All authority herein conferred shall survive the death or incapacity of each the Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each the Shareholder.

Proxy. In furtherance 2.1 The Stockholder, by this Agreement does hereby constitute and appoint Parent, or any nominee of the Shareholders’ agreement in Section 1(a)Parent, the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution, during and for the Proxy Term (as hereinafter defined), as Stockholder's true and lawful attorney and irrevocable proxy, for and in the Stockholder's name, place and stead of the Shareholdersstead, to vote all Shareholder each of the Shares (as Stockholder's proxy, at any every meeting of Shareholders of the Company however called Stockholders or any adjournment thereof), thereof or to execute one or more in connection with any written consents in respect consent of the Shareholder SharesCompany Stockholders, (i) in favor of (A) the approval and adoption of the Merger Agreement and the Agreement, approval of the Transactions Merger and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval other action of the foregoing on the date on which such meeting is held, Company Stockholders requested in furtherance thereof; (ii) against any action or agreement (including any amendment submitted for approval of any agreement) the Company Stockholders that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement or of the Stockholder contained in this Agreement, ; and (iii) against any Takeover Acquisition Proposal or any other proposal made in opposition action, agreement or transaction submitted for approval to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action Stockholders that is intended intended, or could reasonably be expected expected, to prevent, impede, interfere or be inconsistent with, delay, postpone postpone, discourage or discourage adversely affect the consummation Merger or this Agreement, including: (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company or its Subsidiaries (other than the Merger); or (B) a sale, lease or transfer of a material amount of assets of the Merger. Such proxy Company or any of its Subsidiaries or a reorganization, recapitalization or liquidation of the Company or any of its Subsidiaries. 2.2 For purposes of this Agreement, "Proxy Term" shall be valid and irrevocable mean the period from the execution of this Agreement until the termination of this Agreement in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCL. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder7.1 hereof.

Proxy. In furtherance of the Shareholders’ each Stockholder’s agreement in Section 1(a), but subject to the Shareholders following sentence, such Stockholder hereby appoint appoints Parent and Parent’s designees, and each of them individually, as the Shareholders’ such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholderssuch Stockholder, to vote all Shareholder Covered Shares owned by such Stockholder (at any meeting of Shareholders stockholders of the Company however called or any adjournment thereof), or to execute one or more written consents in respect of the Shareholder such Covered Shares, (i) in favor of (A) the adoption of the Merger Agreement and the approval of the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of transactions contemplated by the foregoing on the date on which such meeting is heldMerger Agreement, (ii) against any action or agreement (including including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Acquisition Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including including, without limitation, any amendment of any agreement), amendment of the Company Charter Documents Company’s organizational documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall (A) be valid and irrevocable until the termination of this Agreement in accordance with (or as otherwise provided in) Section 43 hereof and (B) automatically terminate upon the termination of this Agreement in accordance with (or as otherwise provided in) Section 3 hereof. Each Shareholder Stockholder represents that any and all other proxies heretofore given in respect of Shareholder the Covered Shares owned by such Stockholder are revocable, and that such other proxies have been revoked. Each Shareholder Stockholder affirms that the foregoing proxy is: (ix) given (AI) in connection with the execution of the Merger Agreement and (BII) to secure the performance of such ShareholderStockholder’s duties under this Agreement, (iiy) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iiiz) intended to be irrevocable prior to termination of this Agreement or as otherwise provided in accordance with the provisions of the NYBCLSection 3 hereof. All authority herein conferred shall survive the death or incapacity of each Shareholder Stockholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholdersuch Stockholder.

Proxy. In furtherance of the Shareholders’ agreement in Section 1(a), the Shareholders hereby appoint Parent and Parent’s designees, and each of them individually, as the Shareholders’ proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholders, to vote all Shareholder Shares (at any meeting of Shareholders of the Company however called or any adjournment or postponement thereof), or to execute one or more written consents in respect of the Shareholder Shares, (i) in favor of the (A) the adoption of the Merger Agreement Agreement, the approval of the Transactions and the approval of any proposal or action which the Company’s shareholders are requested to consider that could reasonably be expected to facilitate the Transactions and (B) approval of any proposal to adjourn or postpone such meeting to a later date if there are not sufficient votes for adoption and approval of the foregoing on the date on which such meeting is held, (ii) against any action or agreement (including any amendment of any agreement) that would constitute, or could reasonably be expected to result in in, a breach of any representation, warranty, covenant, agreement or other obligation of the Company in the Merger Agreement, (iii) against any Takeover Proposal or any other proposal made in opposition to adoption of the Merger Agreement or otherwise inconsistent with the Transactions and (iv) against any agreement (including any amendment of any agreement), amendment of the Company Charter Documents or other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Merger. Such proxy shall be valid and irrevocable until the termination of this Agreement in accordance with Section 4. Each Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Each Shareholder affirms that the foregoing proxy is: (i) given (A) in connection with the execution of the Merger Agreement and (B) to secure the performance of such Shareholder’s duties under this Agreement, (ii) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (iii) intended to be irrevocable prior to termination of this Agreement in accordance with the provisions of the NYBCLMBCA. All authority herein conferred shall survive the death or incapacity of each Shareholder and shall be binding upon the heirs, estate, administrators, personal representatives, successors and assigns of each Shareholder.