Common use of Voting Agreement and Irrevocable Proxy Clause in Contracts

Voting Agreement and Irrevocable Proxy. (a) The Stockholder hereby: (i) agrees that during the term of this Agreement, at any meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, the Stockholder shall vote all of its Shares in favor of the Merger, the Merger Agreement (as amended from time to time) and any of the other transactions contemplated by the Merger Agreement, including, without limitation, any necessary amendments to the Certificate of Incorporation in accordance with the Merger Agreement ("Required Amendments"); and (ii) constitutes and appoints Parent, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxch, a "Proxy Holder"), and each of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment thereof) of stockholders of the Company relating to the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a written consent of stockholders in lieu of any such meeting, its Shares in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to the Merger Agreement or Required Amendments as the parties thereto may make. Such proxy shall be limited strictly to the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Shares. (b) Each proxy and power of attorney granted herein shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by the Stockholder. The Stockholder shall not grant any proxy to any person that conflicts with its respective proxy granted herein, and any attempts to do so shall be void. Each power of attorney granted herein is a durable power of attorney and shall survive the death, disability or incompetence of the Stockholder. (c) In the event of a stock dividend or distribution, or any change in the Company Common Stock or Company Preferred Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged.

Voting Agreement and Irrevocable Proxy. (a) The Stockholder hereby: (i) AGREEMENT TO VOTE THE SUBJECT SHARES. Holder, solely in Holder's capacity as a stockholder of Holly, hereby agrees that during the term period commencing on the date hereof and continuing until the termination of this AgreementAgreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the stockholders holders of any class or classes of the Companycapital stock of Holly, however called, and or in connection with any action by written consent of the stockholders holders of any class or classes of the Companycapital stock of Holly, the Stockholder Holder shall vote all of its (or cause to be voted) Holder's Subject Shares (i) in favor of the Merger, approval and adoption of the terms of the Merger Agreement (as amended from time to time) and any each of the other transactions contemplated by the Merger Agreement, including, without limitation, any necessary amendments to the Certificate of Incorporation in accordance with the Merger Agreement ("Required Amendments"); and and any actions required in furtherance thereof) at every meeting of the stockholders of Holly (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) constitutes and appoints Parentagainst any action, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxchproposal, transaction or agreement that would result in a "Proxy Holder"), and each of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at breach in any meeting (and any adjournment thereof) of stockholders of the Company relating to the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a written consent of stockholders in lieu respect of any such meetingcovenant, representation or warranty or any other obligation or agreement of Holly or any of its Shares in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to subsidiaries under the Merger Agreement or Required Amendments as the parties thereto may make. Such proxy shall be limited strictly to the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Shares. (b) Each proxy and power of attorney granted herein shall be irrevocable during the term of under this Agreement, shall be deemed and (iii) except as otherwise agreed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted writing in advance by Frontier, against the following actions or proposals (other than the transactions contemplated by the Stockholder. The Stockholder shall not grant Merger Agreement): (A) any proxy to extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Holly or any person that conflicts with of its respective proxy granted herein, subsidiaries and any attempts to do so shall be void. Each power Holly Acquisition Proposal; (B) any sale, lease or transfer of attorney granted herein is a durable power of attorney and shall survive the death, disability or incompetence significant part of the Stockholder. assets (cother than sales of current assets in the ordinary course of business) In the event of a stock dividend Holly or distributionany of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Holly or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the Company Common Stock persons who constitute the board of directors of Holly that is not approved in advance by at least a majority of the persons who were directors of Holly as of the date of this Agreement (or Company Preferred Stock their successors who were so approved); (2) any change in the present capitalization of Holly or any amendment of Holly's certificate of incorporation or bylaws; (3) any other material change in Holly's corporate structure or business; or (4) any other action or proposal involving Holly or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by reason the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Holder agrees not to enter into any stock dividendagreement, split-upletter of intent, recapitalization, combination, exchange of shares agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the likeMerger Agreement. For the avoidance of doubt, the term "Shares" shall be deemed this Agreement is intended to refer to and include the Shares as well as all such stock dividends and distributions and any shares constitute a voting agreement entered into which or for which any or all under Section 218(a) of the Shares may be changed or exchangedDelaware General Corporation Law for the duration of the Voting Period.

Voting Agreement and Irrevocable Proxy. (a) The Each Stockholder hereby: (i) hereby covenants and agrees that that, during the term of this Agreement, at any every annual, special or adjourned meeting of the stockholders of the Company and in every written consent in lieu of such meeting, all of the Preferred Shares and other Securities of the Company that are now, or at any time in the future, owned of record or beneficially by each of the Stockholders, shall be voted (or caused to be voted) as may be directed by Xxxxxx in his sole and absolute discretion, on the following specific matters, namely any amendments to the articles of incorporation of the Company, however calledany mergers, sales of substantially all of the assets, and increases in the number of authorized shares or issuance of any action additional shares of preferred stock, provided, however, Xxxxxx shall not have the right to vote the Preferred Shares and other Securities Owned Beneficially by consent the Stockholders with respect to any reverse stock split of the Company’s Common Stock in an amount up to 1-for-61. Each Stockholder, as a holder of the Preferred Shares and any other Securities, shall be present in person or by proxy at all meetings of stockholders of the Company so that all of the Preferred Shares and any other Securities owned by each of the Stockholders are counted for purposes of determining the presence of a quorum at such meeting. Each Stockholder agrees to grant and deliver to Xxxxxx an irrevocable proxy in the form attached hereto as Annex I (the “Proxy”), which shall be irrevocable to the fullest extent permitted by applicable law, with respect to voting of the Securities as provided for herein, at every annual, special or adjourned meeting of the stockholders of the Company, the Stockholder shall vote all of its Shares Company and in favor of the Merger, the Merger Agreement (as amended from time to time) and any of the other transactions contemplated by the Merger Agreement, including, without limitation, any necessary amendments to the Certificate of Incorporation in accordance with the Merger Agreement ("Required Amendments"); and (ii) constitutes and appoints Parent, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxch, a "Proxy Holder"), and each of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at any meeting (and any adjournment thereof) of stockholders of the Company relating to the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a every written consent of stockholders in lieu of any such meeting, its Shares in favor of the approval of the Mergerprovided, however, that, the Merger Agreement Proxy shall automatically terminate and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to the Merger Agreement or Required Amendments as the parties thereto may make. Such proxy shall be limited strictly to the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Shares. (b) Each proxy and power of attorney granted herein shall be irrevocable during the term revoked upon termination of this Agreement, shall be deemed Agreement pursuant to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by the Stockholder. The Stockholder shall not grant any proxy to any person that conflicts with its respective proxy granted herein, and any attempts to do so shall be void. Each power of attorney granted herein is a durable power of attorney and shall survive the death, disability or incompetence of the StockholderSection 7 hereof. (c) In the event of a stock dividend or distribution, or any change in the Company Common Stock or Company Preferred Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged.

Voting Agreement and Irrevocable Proxy. (a) The Stockholder herebyOn the terms and conditions set forth herein, each Investor agrees with both Holdings and Gateway as follows: (i) 3.1 Such Investor agrees that during the term of this AgreementAgreement to vote its shares of Gateway Stock as set forth opposite the name of such Investor in Column IV on Schedule I, at and to cause any holder of record of its shares of Gateway Stock to vote (or execute a written consent or consents if stockholders of Gateway are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of the stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, the Stockholder shall vote all of its Shares Gateway): (i) in favor of the Merger, adoption and approval of the Merger Agreement (as amended from time to time) and any all of the other transactions contemplated by the Merger AgreementAgreement at every meeting (or in connection with any action by written consent) of the stockholders of Gateway at which such matters are considered and at every adjournment or postponement thereof; (ii) against (1) any action, includingproposal, without limitationtransaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any necessary amendments to the Certificate other obligation or agreement of Incorporation in accordance with Gateway under the Merger Agreement or of such Investor under this Agreement and ("Required Amendments"2) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Merger or the fulfillment of Holding’s, Gateway's or Merger Sub's conditions under the Merger Agreement or change in any manner the voting rights of any class of shares of Gateway (including any amendments to Gateway’s charter or by-laws); and. (ii) constitutes 3.2 Such Investor hereby appoints Holdings and appoints Parent, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxch, a "Proxy Holder")any designee of Holdings, and each of themthem individually, its proxies and attorneys-in-fact, with full power of substitutionsubstitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to its true and lawful shares of Gateway Stock in accordance with Section 3.1. This proxy and attorney-in-fact power of attorney is given to vote at any meeting (and any adjournment thereof) of stockholders secure the performance of the Company relating to the approval duties of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a written consent of stockholders in lieu of any such meeting, its Shares in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to the Merger Agreement or Required Amendments as the parties thereto may makeInvestor under this Agreement. Such proxy Investor shall take such further action or execute such other instruments as may be limited strictly necessary to effectuate the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other mattersintent of this proxy. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Shares. (b) Each This proxy and power of attorney granted herein by such Investor shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by the Stockholdersuch Investor with respect to its shares of Gateway Stock. The Stockholder shall not grant any proxy to any person that conflicts with its respective proxy granted herein, and any attempts to do so shall be void. Each power of attorney granted by such Investor herein is a durable power of attorney and shall survive the deathdissolution, disability bankruptcy, death or incompetence incapacity of such Investor. The proxy and power of attorney granted hereunder shall terminate upon the Stockholder.termination of this Agreement. 3339426v1 3421173v1 (c) In the event 3.3 Such Investor makes no agreement or understanding in this Agreement in such Investor’s capacity as a director or officer of a stock dividend or distribution, Gateway or any change of its subsidiaries (if such Investor holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by such Investor in their capacity as such a director or officer, including in exercising rights under the Company Common Stock Merger Agreement, and no such actions or Company Preferred Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Shares" omissions shall be deemed a breach of this Agreement, or (b) will be construed to refer prohibit, limit or restrict such Investor from exercising such Investor’s fiduciary duties as an officer or director to and include Gateway or its stockholders. 3.4 At all times during the Shares term of this Agreement, such Investor shall not Transfer its shares of Gateway Stock as well as all set forth opposite the name of such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged.Investor in Column IV on Schedule I.

Voting Agreement and Irrevocable Proxy. (a) The Stockholder hereby: (i) AGREEMENT TO VOTE THE SUBJECT SHARES. Affiliate, solely in Affiliate's capacity as a stockholder of Frontier, hereby agrees that during the term period commencing on the date hereof and continuing until the termination of this AgreementAgreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the stockholders holders of any class or classes of the Companycapital stock of Frontier, however called, and or in connection with any action by written consent of the stockholders holders of any class or classes of the Companycapital stock of Frontier, the Stockholder Affiliate shall vote all of its (or cause to be voted) Affiliate's Subject Shares (i) in favor of the Merger, approval and adoption of the terms of the Merger Agreement (as amended from time to time) and any each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof) at every meeting of the stockholders of Frontier (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Frontier or any of its subsidiaries under the Merger Agreement or of Affiliate under this Agreement, includingand (iii) except as otherwise agreed to in writing in advance by Holly, without limitationagainst the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Frontier or any necessary amendments of its subsidiaries and any Holly Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Frontier or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Frontier or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Frontier that is not approved in advance by at least a majority of the persons who were directors of Frontier as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Frontier or any amendment of Frontier's certificate of incorporation or bylaws; (3) any other material change in Frontier's corporate structure or business; or (4) any other action or proposal involving Frontier or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the Certificate of Incorporation transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Affiliate agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement. For the avoidance of doubt, this Agreement ("Required Amendments"); andis intended to constitute a voting agreement entered into under W.S. 17-16-731 of the Wyoming Business Corporation Act for the duration of the Voting Period. (iib) constitutes GRANT OF IRREVOCABLE PROXY. Affiliate hereby appoints Holly and appoints Parent, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxch, a "Proxy Holder")any designee of Holly, and each of themthem individually, with full power of substitution, its true and lawful such Affiliate's proxy and attorney-in-fact fact, with full power of substitution and resubstitution, to vote at any meeting (and any adjournment thereof) of stockholders or act by written consent during the Voting Period with respect to Affiliate's Subject Shares in accordance with Section 1(a). This proxy is given to secure the performance of the Company relating duties of Affiliate under this Agreement. Affiliate shall promptly cause a copy of this Agreement to be deposited with Frontier at its principal place of business. Affiliate shall take such further action or execute such other instruments as may be necessary to effectuate the approval intent of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a written consent of stockholders in lieu of any such meeting, its Shares in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to the Merger Agreement or Required Amendments as the parties thereto may make. Such proxy shall be limited strictly to the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Sharesthis proxy. (bc) Each NATURE OF IRREVOCABLE PROXY. The proxy and power of attorney granted herein pursuant to Section 1(b) by Affiliate shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by the StockholderAffiliate. The Stockholder shall not grant any proxy to any person that conflicts with its respective proxy granted herein, and any attempts to do so shall be void. Each power of attorney granted herein is a durable power of attorney and shall survive the deathdissolution, disability bankruptcy, death or incompetence incapacity of Affiliate. For the avoidance of doubt, the proxy and power of attorney is granted pursuant to W.S. 17-16-731 of the Stockholder. (c) In the event Wyoming Business Corporation Act, is coupled with an interest and is granted to Holly as a stockholder of Frontier and a stock dividend or distribution, or any change in the Company Common Stock or Company Preferred Stock by reason of any stock dividend, splitparty to this voting agreement which is created under W.S. 17-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all 16-731 of the Shares Wyoming Business Corporation Act and is intended to be valid during the Voting Period, which the parties understand and agree may be changed or exchangedmore than eleven months from the date hereof.

Voting Agreement and Irrevocable Proxy. (a) The Stockholder hereby: (i) AGREEMENT TO VOTE THE SUBJECT SHARES. Affiliate, solely in Affiliate's capacity as a stockholder of Frontier, hereby agrees that during the term period commencing on the date hereof and continuing until the termination of this AgreementAgreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the stockholders holders of any class or classes of the Companycapital stock of Frontier, however called, and or in connection with any action by written consent of the stockholders holders of any class or classes of the Companycapital stock of Frontier, the Stockholder Affiliate shall vote all of its (or cause to be voted) Affiliate's Subject Shares (i) in favor of the Merger, approval and adoption of the terms of the Merger Agreement (as amended from time to time) and any each of the other transactions contemplated by the Merger Agreement (and any actions required in furtherance thereof) at every meeting of the stockholders of Frontier (or in connection with any written consent) at which such matters are considered and at every adjournment thereof, (ii) against any action, proposal, transaction or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Frontier or any of its subsidiaries under the Merger Agreement or of Affiliate under this Agreement, includingand (iii) except as otherwise agreed to in writing in advance by Xxxxx, without limitationagainst the following actions or proposals (other than the transactions contemplated by the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Frontier or any necessary amendments of its subsidiaries and any Xxxxx Acquisition Proposal; (B) any sale, lease or transfer of a significant part of the assets (other than sales of current assets in the ordinary course of business) of Frontier or any of its subsidiaries, or a reorganization, recapitalization, dissolution or liquidation of Frontier or any of its subsidiaries (each of the actions in clauses (A) or (B), a "Business Combination"); and (C)(1) any change in the persons who constitute the board of directors of Frontier that is not approved in advance by at least a majority of the persons who were directors of Frontier as of the date of this Agreement (or their successors who were so approved); (2) any change in the present capitalization of Frontier or any amendment of Frontier's certificate of incorporation or bylaws; (3) any other material change in Frontier's corporate structure or business; or (4) any other action or proposal involving Frontier or any of its subsidiaries that is intended, or could reasonably be expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the Certificate of Incorporation transactions contemplated by the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Affiliate agrees not to enter into any agreement, letter of intent, agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the Merger Agreement. For the avoidance of doubt, this Agreement ("Required Amendments"); andis intended to constitute a voting agreement entered into under W.S. 00-00-000 of the Wyoming Business Corporation Act for the duration of the Voting Period. (iib) constitutes GRANT OF IRREVOCABLE PROXY. Affiliate hereby appoints Xxxxx and appoints Parent, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxch, a "Proxy Holder")any designee of Xxxxx, and each of themthem individually, with full power of substitution, its true and lawful such Affiliate's proxy and attorney-in-fact fact, with full power of substitution and resubstitution, to vote at any meeting (and any adjournment thereof) of stockholders or act by written consent during the Voting Period with respect to Affiliate's Subject Shares in accordance with Section 1(a). This proxy is given to secure the performance of the Company relating duties of Affiliate under this Agreement. Affiliate shall promptly cause a copy of this Agreement to be deposited with Frontier at its principal place of business. Affiliate shall take such further action or execute such other instruments as may be necessary to effectuate the approval intent of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a written consent of stockholders in lieu of any such meeting, its Shares in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to the Merger Agreement or Required Amendments as the parties thereto may make. Such proxy shall be limited strictly to the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Sharesthis proxy. (bc) Each NATURE OF IRREVOCABLE PROXY. The proxy and power of attorney granted herein pursuant to Section 1(b) by Affiliate shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted by the StockholderAffiliate. The Stockholder shall not grant any proxy to any person that conflicts with its respective proxy granted herein, and any attempts to do so shall be void. Each power of attorney granted herein is a durable power of attorney and shall survive the deathdissolution, disability bankruptcy, death or incompetence incapacity of Affiliate. For the avoidance of doubt, the proxy and power of attorney is granted pursuant to W.S. 00-00-000 of the Stockholder. (c) In the event Wyoming Business Corporation Act, is coupled with an interest and is granted to Xxxxx as a stockholder of Frontier and a stock dividend or distribution, or any change in the Company Common Stock or Company Preferred Stock by reason of any stock dividend, splitparty to this voting agreement which is created under W.S. 00-up, recapitalization, combination, exchange of shares or the like, the term "Shares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all 00-000 of the Shares Wyoming Business Corporation Act and is intended to be valid during the Voting Period, which the parties understand and agree may be changed or exchangedmore than eleven months from the date hereof.

Voting Agreement and Irrevocable Proxy. (a) The Stockholder hereby: (i) AGREEMENT TO VOTE THE SUBJECT SHARES. Holder, solely in Holder's capacity as a stockholder of Holly, hereby agrees that during the term period commencing on the date hexxxx and continuing until the termination of this AgreementAgreement (such period, the "Voting Period"), at any meeting (or any adjournment or postponement thereof) of the stockholders holders of any class or classes of the Companycapital stock of Holly, however called, and or in connection with any action by written consent of the stockholders txx xxlders of any class or classes of the Companycapital stock of Holly, the Stockholder Holder shall vote all of its Shares (or cause to be voted) Holder's Subject Sharxx (x) in favor of the Merger, approval and adoption of the terms of the Merger Agreement (as amended from time to time) and any each of the other transactions contemplated by the Merger Agreement, including, without limitation, any necessary amendments to the Certificate of Incorporation in accordance with the Merger Agreement ("Required Amendments"); and and any actions required in furtherance thereof) at every meeting of the stockholders of Holly (or in connection with any written consent) at which such mattexx xxe considered and at every adjournment thereof, (ii) constitutes and appoints Parentagainst any action, which shall act by and through Stepxxx X. Xxxx xx Anne Xxxxxx (xxchproposal, transaction or agreement that would result in a "Proxy Holder"), and each of them, with full power of substitution, its true and lawful proxy and attorney-in-fact to vote at breach in any meeting (and any adjournment thereof) of stockholders of the Company relating to the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, or to execute a written consent of stockholders in lieu respect of any such meetingcovenant, representation or warranty or any other obligation or agreement of Holly or any of its Shares in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby, including, without limitation, any Required Amendments, with such modifications to subsidiaries under the Merger Agreement or Required Amendments as the parties thereto may make. Such proxy shall be limited strictly to the power to vote such Shares in the manner set forth in Section 1(a) hereof and shall not extend to any other matters. The vote of the Proxy Holder shall control in any conflict between such Proxy Holder's vote of the Shares and a vote by the Stockholder of the Shares. (b) Each proxy and power of attorney granted herein shall be irrevocable during the term of Holxxx xnder this Agreement, shall be deemed and (iii) except as otherwise agreed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke all prior proxies granted writing in advance by Frontier, against the following actions or proposals (other than the transactions contemplated by the Stockholder. The Stockholder shall not grant Merger Agreement): (A) any proxy to extraordinary corporate transaction, such as a merger, consolidation or other business combination involving Holly or any person that conflicts with of its respective proxy granted herein, subsidiaries and any attempts to do so shall be void. Each power Holly Acquisition Proposal; (X) xny sale, lease or transfer of attorney granted herein is a durable power of attorney and shall survive the death, disability or incompetence signxxxxxnt part of the Stockholder. assets (cother than sales of current assets in the ordinary course of business) In the event of a stock dividend Holly or distributionany of its subsidiaries, or a reorganization, recapitalizatixx, xissolution or liquidation of Holly or any of its subsidiaries (each of the actions in clauses (A) xx (X), a "Business Combination"); and (C)(1) any change in the Company Common Stock persons who constitute the board of directors of Holly that is not approved in advance by at least a majority of the pxxxxxs who were directors of Holly as of the date of this Agreement (or Company Preferred Stock their successors who were xx xxproved); (2) any change in the present capitalization of Holly or any amendment of Holly's certificate of incorporation or bylxxx; (3) any other material change in Holly's corporate structure or business; or (4) any other action or proposal involving Holly or any of its subsidiaries that is intended, or could reasonablx xx expected, to prevent, impede, interfere with, delay, postpone, or adversely affect the transactions contemplated by reason the Merger Agreement. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. Holder agrees not to enter into any stock dividendagreement, split-upletter of intent, recapitalization, combination, exchange of shares agreement in principle or understanding with any person that violates or conflicts with or could reasonably be expected to violate or conflict with the provisions and agreements contained in this Agreement or the likeMerger Agreement. For the avoidance of doubt, the term "Shares" shall be deemed this Agreement is intended to refer to and include the Shares as well as all such stock dividends and distributions and any shares constitute a voting agreement entered into which or for which any or all under Section 218(a) of the Shares may be changed or exchangedDelaware General Corporation Law for the duration of the Voting Period.