Common use of Voting Agreement Proxy Clause in Contracts

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment of the Company Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any written consent of the Company’s stockholders to vote upon the Company Shareholder Matters, the Stockholder shall (i) appear at the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Common Stock or voting securities of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Company Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, (C) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect to the Shares.

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment of the Company Parent Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Parent Shareholder Matters at the Company Parent Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Parent Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any written consent of the CompanyParent’s stockholders to vote upon the Company Parent Shareholder Matters, the Stockholder shall (i) appear at the Company Parent Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Parent Common Stock or voting securities of the Company Parent over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Company Parent Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Parent Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Company Parent Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Company Parent Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Parent Shareholder Matters, and (C) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company Parent contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; provided, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company Parent or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company Parent or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parentthe Company, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent the Company to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect to the Shares.

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment Each Principal Stockholder hereby agrees that at any meeting of the Company Shareholders MeetingCompany’s stockholders however called, (b) the termination of this Agreement and any adjournment or postponement thereof, and in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any action by written consent of the Company’s stockholders to vote upon the Company Shareholder Mattersstockholders, the such Principal Stockholder shall (i) appear at the Company Shareholder Meeting vote, or otherwise cause to be voted, all of his or her Existing Shares and all other shares of Company Common Stock owned or voting securities of the Company controlled by him, her or it over which such Principal Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting voting, at the time of such meeting of the Company’s stockholders (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Sharescollectively, the “Subject Shares”), to be counted as present thereat for purposes of calculating a quorum, and ): (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (Ai) in favor of the approval of the Company Shareholder MattersMerger Agreement and the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any Acquisition Transaction, as defined in Section 1.1(c) of the Merger Agreement, involving any party other than Acquiror or an Affiliate of Acquiror; and (B) in favor of any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, (Ciii) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would could reasonably be likely to expected to: (1A) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, or of the Stockholder contained in this Agreement, ; or (2B) prevent, in any manner prevent or materially impede, interfere withwith or delay the Merger, delay, postpone, discourage the adoption of the Merger Agreement or frustrate the purposes of or adversely affect the consummation of any of the transactions involving Acquiror and Merger Sub contemplated by the Merger Agreement. (b) Each Principal Stockholder hereby grants to, including the Merger; providedand appoints, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder Acquiror and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company Merger Sub, or any of its Subsidiariesthem, and nothing any individual designated in writing by any of them, and each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Principal Stockholder, to vote such Principal Stockholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, solely for the matters covered by Section 2(a). Such Principal Stockholder understands and acknowledges that Acquiror and Merger Sub are entering into the Merger Agreement in reliance upon such Principal Stockholder’s execution and delivery of this Agreement. Such Principal Stockholder hereby affirms that the proxy set forth in this Agreement: (aSection 2(b) will limit or affect any actions or omissions taken by is given in connection with the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under execution of the Merger Agreement, and no such actions or omissions shall be deemed a breach that this proxy is given to secure the performance of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Principal Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of under this Agreement. The Such Principal Stockholder hereby further affirms that this proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall may under no circumstances be revoked (except that this proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 4). Such Principal Stockholder hereby ratifies and confirms all that this proxy may lawfully do or cause to be done by virtue hereof. This proxy is executed and intended to be irrevocable unless in accordance with the provisions of Section 2-507(d) of the General Corporation Law of the State of Maryland (except that this proxy is automatically revoked and until terminated upon termination of this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofin accordance with Section 4). The Such Principal Stockholder hereby revokes represents that any and all previous proxies heretofore given by it in respect of the Subject Shares with respect to the Sharesmatters covered by this Section 2(b), if any, are revocable, and hereby revokes such proxies. Upon delivery of written request to do so by Acquiror, such Principal Stockholder shall as promptly as practicable execute and deliver to Acquiror and Merger Sub a separate written instrument or proxy that embodies the terms of this proxy as set forth in this Section 2(b).

Voting Agreement Proxy. From (a) The Stockholder acknowledges and agrees that it has received a copy of, and has reviewed, the Merger Agreement, a copy of which is attached hereto as Annex B. (b) The Stockholder hereby agrees that, from and after the date hereof and until the earlier of (a) the final adjournment Closing and the valid termination of the Company Shareholders Meeting, Merger Agreement (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Voting Period”), at any meeting of the Stockholder irrevocably and unconditionally hereby agrees, that at securityholders of the Company Shareholders Meeting (whether annual or special and each whether or not adjourned or postponed meetingpostponed), or however called, and in connection with any action by written consent of the Company’s stockholders to vote upon securityholders of the Company Shareholder Matters(including, without limitation, by execution of the Written Consent when solicited by the Company) at which the Merger Agreement and other related agreements (or any amended versions thereof) or such other related actions, are submitted for the consideration and vote of the securityholders of the Company, unless otherwise directed in writing by PTAC, the Stockholder shall cause the Subject Securities to be voted: (i) appear at the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Common Stock or voting securities of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of (i) the Merger and the adoption and approval of the Company Shareholder MattersMerger Agreement and any Ancillary Documents and the terms thereof, (Bii) in favor each of the other actions contemplated by the Merger Agreement and any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, (C) against any action or proposal in favor of an Acquisition ProposalAncillary Documents, and (Diii) any action in furtherance of any of the foregoing (the “Transaction Approval”); (ii) against any action, proposal, agreement or transaction or agreement that would that, to the knowledge of the Stockholder, could reasonably be likely expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation Merger or any of the other transactions contemplated by the Merger Agreement and/or any Ancillary Document (provided, that this Section 1(b)(ii) shall not apply with respect to any transaction expressly permitted pursuant to Section 5.1(b) of the Merger Agreement); and (iii) against the following actions (other than the Merger, the transactions contemplated by the Merger Agreement and/or any Ancillary Document and actions in furtherance of the foregoing) that would reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement and/or any Ancillary Document (excluding, for the avoidance of doubt, the Conversion Written Consent and the transactions contemplated thereby): (i) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company; (ii) any sale, lease, sublease, license, sublicense or transfer of a material portion of the rights or other assets of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company; (iv) any change in a majority of the board of directors of the Company; (v) any amendment to the Company’s certificate of incorporation or bylaws; and (vi) any material change in the capitalization of the Company or the Company’s corporate structure; provided, that this Section 1(b)(iii) shall not apply with respect to any transaction expressly permitted pursuant to Section 5.1(b) of the Merger Agreement). (c) Except as may be set forth in the Company Shareholder Agreements, the Stockholder has revoked or terminated any proxies, voting agreements or similar arrangements previously given or entered into with respect to the Subject Securities. The Stockholder hereby irrevocably appoints PTAC as proxy for the Stockholder to vote the Subject Securities entitled to vote, for the Stockholder and in the Stockholder’s name, place and stead, at any annual or special meeting, or at any adjournment thereof for the adoption of the Merger Agreement, any Ancillary Document and approval of the transactions contemplated thereby, including the Merger; provided, (but only at such a meeting called for the purpose of voting with respect to the adoption of the Merger Agreement and approval of the Merger and only with respect to a proposal relating thereto) in the manner contemplated by Section 1(b), if, and only if, the Stockholder fails to vote (including through delivery of a proxy to vote or execution of a written consent) in the manner contemplated by Section 1(b): (a) at any meeting of the stockholders not less than two (2) Business Days prior to such meeting or (b) or if the Stockholder fails to execute the Written Consent within one (1) hour of being requested by the Company or PTAC on the date on which the Closing would occur following the execution of the Written Consent. The parties acknowledge and agree that the foregoing applies solely neither PTAC, nor PTAC’s successors, assigns, subsidiaries, divisions, employees, stockholders, Representatives and Affiliates shall owe any duty, whether in law or otherwise, or incur any liability of any kind whatsoever, including without limitation, with respect to any and all claims, losses, demands, causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any kind or nature whatsoever, to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company or any of its Subsidiaries, and nothing Representatives in this Agreement: (a) will limit connection with or affect as a result of any actions voting by PTAC of the Subject Securities or omissions taken by the Stockholder any execution of any consent in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trustmanner contemplated by Section 1(b). The Stockholder covenants parties acknowledge and agrees agree that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute authority hereby granted under the Merger Agreement and, as such, irrevocable proxy (which proxy is coupled with an interest in the Subject Securities), PTAC may vote the Subject Securities in furtherance of its own interests and PTAC is not acting as a fiduciary for the Stockholder. The irrevocable proxy granted pursuant to this Section 1.5(c) shall not be terminated by any act of the Stockholder or by operation of Law or otherwise. If between the execution hereof and the Termination Date, any trust or estate holding the Subject Securities should be terminated, or if any corporation, partnership or limited liability company holding the Subject Securities should be dissolved or liquidated, or if any other such similar event or events shall occur before the Termination Date, certificates or book-entry credits representing the Subject Securities shall be irrevocable unless delivered by or on behalf of the Stockholder in accordance with the terms and until conditions of this Agreement Agreement, and actions taken by PTAC hereunder shall be as valid as if such death, incapacity, termination, dissolution, liquidation or other similar event or events had not occurred, regardless of whether or not PTAC, the Company or any other Person has received notice of such rights granted hereunder terminate death, incapacity, termination, dissolution, liquidation or expire pursuant other event. (d) Notwithstanding the foregoing, this Section 1 shall not apply to any proposal submitted to the stockholders of the Company holding the number of shares of capital stock of the Company required by the terms hereof. The Stockholder hereby revokes of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an action by written consent, to render the parachute payment provisions of Section 280G inapplicable to any and all previous proxies with respect payments or benefits provided pursuant to Company Employee Benefit Plans or other Company Contracts that might result, separately or in the Sharesaggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code.

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment Each Principal Stockholder hereby agrees that at any meeting of the Company Shareholders MeetingCompany’s stockholders however called, (b) the termination of this Agreement and any adjournment or postponement thereof, and in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any action by written consent of the Company’s stockholders to vote upon the Company Shareholder Mattersstockholders, the such Principal Stockholder shall (i) appear at the Company Shareholder Meeting vote, or otherwise cause to be voted, all of his or her Existing Shares and all other shares of Company Common Stock owned or voting securities controlled by him, her or it at the time of such meeting of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of Company’s stockholders (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Sharescollectively, the “Subject Shares”), to be counted as present thereat for purposes of calculating a quorum, and ): (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (Ai) in favor of adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any tender or exchange offer to acquire more than fifteen percent (15%) of the voting power in the Company Shareholder Mattersor any of its subsidiaries, (B) in favor of any proposal to adjourn for a merger, consolidation or postpone other business combination involving the Company Shareholder Meeting or any of its subsidiaries, or any other proposal or offer to a later date if there are not sufficient votes to approve acquire in any manner more than fifteen percent (15%) of the voting power in, or more than fifteen percent (15%) of the business, assets or deposits of, the Company Shareholder Mattersor any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, in each case involving any party other than Acquiror or an affiliate of Acquiror (Can “Acquisition Proposal”); and (iii) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would could reasonably be likely expected to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, or of the Stockholder contained in this Agreement, any manner prevent or (2) prevent, materially impede, interfere withwith or delay the Merger, delay, postpone, discourage the adoption of the Merger Agreement or frustrate the purposes of or adversely affect the consummation of any of the transactions involving Acquiror and Merger Sub contemplated by the Merger Agreement. (b) Each Principal Stockholder hereby grants to, including the Merger; providedand appoints, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder Acquiror and the Stockholder makes no agreement or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company Merger Sub, or any of its Subsidiariesthem, and nothing any individual designated in writing by any of them, and each of them individually, as such Principal Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Principal Stockholder, to vote such Principal Stockholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, solely for the matters covered by Section 2(a). Such Principal Stockholder understands and acknowledges that Acquiror and Merger Sub are entering into the Merger Agreement in reliance upon such Principal Stockholder’s execution and delivery of this Agreement. Such Principal Stockholder hereby affirms that the proxy set forth in this Agreement: (aSection 2(b) will limit or affect any actions or omissions taken by is given in connection with the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under execution of the Merger Agreement, and no that such actions or omissions shall be deemed a breach proxy is given to secure the performance of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Principal Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of under this Agreement. The Such Principal Stockholder hereby further affirms that this proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall may under no circumstances be revoked (except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5). Such Principal Stockholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such proxy is executed and intended to be irrevocable unless in accordance with the provisions of Section 212(e) of the General Corporation Law of the State of Delaware (except that such proxy is automatically revoked and until terminated upon termination of this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereofin accordance with Section 5). The Such Principal Stockholder hereby revokes represents that any and all previous proxies heretofore given by it in respect of the Subject Shares with respect to the Sharesmatters covered by this Section 2(b), if any, are revocable, and hereby revokes such proxies. Upon delivery of written request to do so by Acquiror, such Principal Stockholder shall as promptly as practicable execute and deliver to Acquiror and Merger Sub a separate written instrument or proxy that embodies the terms of the proxy set forth in this Section 2(b).

Voting Agreement Proxy. From the date hereof until the earlier of For so long as this Agreement is in effect, each Shareholder agrees that: (a) the final adjournment of the Company Shareholders Meeting, (b) the termination of this Agreement in accordance with its terms He or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting)she shall vote, or in connection with any written consent of the Company’s stockholders cause to vote upon the Company Shareholder Mattersbe voted, the Stockholder shall (i) appear at the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Common Stock or voting securities in favor of the Company over which such Stockholder has acquired beneficial approval and adoption of the Merger as provided for in the Merger Agreement and the transactions contemplated therein. (b) In any meeting of the stockholders of Peerless called to consider the Merger and in any action by consent of the stockholders of Peerless with respect to the Merger, he or record ownership after the date hereof and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, and (ii) she shall vote or cause to be voted all of his or her Shares: (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Company Shareholder Matters, (B) in favor of any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, (Ci) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would reasonably be likely to (1) result in a breach in any material respect of any covenant, representation or warranty or any other obligation of Peerless under the Merger Agreement or of such Shareholder under this Agreement; and (ii) against any action or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, that would impede, interfere with, delay, postpone, with or discourage or frustrate the purposes of or adversely affect the consummation of the transactions contemplated by the Merger Agreement, including the Merger; providedincluding, that the foregoing applies solely to the Stockholder in his or her capacity without limitation: (1) any extraordinary corporate transaction, such as a stockholder and the Stockholder makes no agreement merger, reorganization or understanding in this Agreement in the Stockholder’s capacity as a director or officer of the Company liquidation involving Peerless or any of its Subsidiariessubsidiaries, and nothing in this Agreement: (a2) will limit a sale or affect transfer of a material amount of assets of Peerless or any actions of its subsidiaries or omissions taken the issuance of securities by the Stockholder Peerless or any of its subsidiaries; (3) any change in the Stockholder’s capacity Peerless Board of Directors, (4) any change in the present capitalization or dividend policy of Peerless or any of its subsidiaries (other than as a director or officer, including in exercising rights under contemplated by the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii5) if the Stockholder is serving as a trustee any other material change in Peerless' or fiduciary any of any ERISA plan its subsidiaries' corporate structure or trustbusiness. (c) He or she shall, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees thatupon request, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any Jack Xxxxx xx irrevocable proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parentappointing Jack Xxxxx xx its designee(s), with full power of substitution, as its attorney and proxy to vote all such Shareholder's Shares at any meeting of the Stockholder’s proxy stockholders of Peerless called to consider the Merger or in connection with any action by written consent by the stockholders of Peerless with respect to the matters set forth herein, Merger. Each Shareholder acknowledges and hereby authorizes agrees that such proxy to represent and to voteproxy, if and only when given, will be coupled with an interest, will be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event and that no subsequent proxies will be given ( and if given will not be effective). (d) Nothing contained herein shall be deemed to vest in Jack Xxxxx xxx direct or indirect ownership of any Shares. By reason of this Agreement, Jack Xxxxx xxxll have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the Stockholder (i) fails policies or operations of Peerless or exercise any power or authority to vote or (ii) attempts to vote (whether by proxy, direct the Shareholders in person or by written consent) the voting of any or all of the Shares in a manner that is inconsistent with (except as specifically provided herein) or the terms performance of this Agreement. The proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement andShareholders' duties or responsibilities as stockholders, as such, is coupled with an interest officers and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect to the Sharesdirectors of Peerless.

Voting Agreement Proxy. From (a) Stockholder acknowledges and agrees that it has received a copy of, and has reviewed, the Merger Agreement, a copy of which is attached hereto as Annex A. (b) Stockholder hereby irrevocably agrees that, from and after the date hereof and until the earlier of (a) the final adjournment Closing or the valid termination of the Company Shareholders Meeting, Merger Agreement (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Voting Period”), at any meeting of the Stockholder irrevocably and unconditionally hereby agrees, that at securityholders of the Company Shareholders Meeting (whether annual or special and each whether or not adjourned or postponed meetingpostponed), or however called, and in connection with any action by written consent of the Company’s stockholders to vote upon the Company Shareholder Matters, the Stockholder shall (i) appear at the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares and all other shares of Company Common Stock or voting securities securityholders of the Company over at which the Merger Agreement and other related agreements (or any amended versions thereof) or such Stockholder has acquired beneficial or record ownership after other related actions, are submitted for the date hereof consideration and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire securityholders of the Company Common Stock or the conversion for any other consent or approval of any convertible securitiesparty to the Certificate, Stockholders Agreement or pursuant to any other equity awards or derivative securities or otherwise) (together with agreement, unless otherwise directed in writing by Acquiror, Stockholder shall cause the Existing Shares, the “Shares”), Subject Securities to be counted as present thereat for purposes of calculating a quorumvoted, and (ii) vote shall exercise, or cause to be voted exercised, all consents, approvals or other rights under the Certificate, the Company’s bylaws, the Stockholders Agreement of the Company, dated June 4, 2019, as may be amended from time to time (including by proxy the “Stockholders Agreement”) or written consent, if applicable) all such Shares any other agreement in a manner that is: (Ai) in favor of (A) the Merger and the adoption and approval of the Company Shareholder Matters, Merger Agreement and the terms thereof and (B) in favor each of any proposal to adjourn or postpone the other actions necessary for the consummation of the transactions contemplated by the Merger Agreement, including, without limitation, each of the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, Stockholder Approvals; (C) against any action or proposal in favor of an Acquisition Proposal, and (Dii) against any action, proposal, agreement or transaction that (A) would result in a material breach of any representation or agreement warranty or covenant of the Company under the Merger Agreement, (B) would reasonably be expected to prevent, delay or impair consummation of the transactions contemplated under the Merger Agreement (provided, that this Section 1(b)(ii) shall not apply with respect to any transaction expressly permitted pursuant to Section 6.01 of the Merger Agreement), or (C) result in any of the conditions set forth in Section 9.01 or Section 9.02 of the Merger Agreement not being fulfilled; (iii) against the following actions (other than the Merger, the transactions contemplated by the Merger Agreement and/or any Ancillary Agreement, including, without limitation, each of the Company Stockholder Approvals, and actions in furtherance of each of the foregoing) that would reasonably be likely expected, to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation Merger or any of the other transactions contemplated by the Merger Agreement and/or any Ancillary Agreement: (A) any merger or other business combination involving the Company; (B) any sale, lease, sublease, license, sublicense or transfer of all or substantially all of the rights or other assets of the Company; (C) any reorganization, recapitalization, dissolution or liquidation of the Company and (D) subject to clause (iv) below, any amendment to the Company’s Certificate or the Company’s bylaws to change the voting rights on the Subject Securities or the number of votes required to approve any proposal; and (iv) until such time as Requisite Stockholder Support has been achieved, in favor of (a) waiving all rights under the Certificate, the Company’s bylaws, the Stockholders Agreement or any other agreement as may be necessary or desired to approve to the Merger and the other actions contemplated by the Merger Agreement, including including, but not limited to, waiving treatment of the Merger; providedTransaction as a Liquidation Event (and therefore any approvals necessary as a result of the Transaction otherwise being considered a Liquidation Event), that the foregoing applies solely (b) any action, proposal, agreement or transaction necessary to result in converting all outstanding shares of Preferred Stock into shares of Common Stock pursuant to the Stockholder in his Certificate, (c) any amendment or her capacity as a stockholder modification to the Certificate , the Company’s bylaws or the Stockholders Agreement necessary or desired to provide the Supporting Stockholders with the necessary power and authority to approve the Merger and the Stockholder makes no agreement or understanding in this Agreement Transaction on the economic and governance terms as are set forth in the Stockholder’s capacity Merger Agreement and (d) any action necessary or desirable to give effect to any rights under the Stockholders Agreement as a director may be necessary or officer desired to effectuate the Merger and the Transaction in reliance on rights or obligations arising under the Stockholders Agreement, including by way of exercising drag-along rights in order to consummate the Merger and the Transaction pursuant to Section 4.10 of the Company Stockholders Agreement; provided that in each instance, the approval, or any series of its Subsidiariesrelates approvals, and nothing in this Agreement: (a) does not diminish the consideration that will limit or affect any actions or omissions taken be received by the such Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement. (c) Stockholder has revoked or terminated any proxies, and no such actions voting agreements or omissions shall be deemed a breach of this Agreement; and (b) will be construed to prohibit, limit similar arrangements previously given or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and Subject Securities, other than such agreements as are being terminated in accordance with Section 3. (yd) has not grantedNotwithstanding the foregoing, and this Section 1 shall not grant during the Support Period, a proxy, consent or power of attorney with respect apply to any proposal submitted to the Shares except any proxy to carry out stockholders of the intent Company holding the number of this Agreement and any proxy granted for ordinary course proposals shares of capital stock of the Company required by the terms of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or action by written consent) any or all , to render the parachute payment provisions of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant Section 280G inapplicable to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect payments or benefits provided pursuant to Company Benefit Plans or other Company Contracts that might result, separately or in the Sharesaggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G of the Code or that would be subject to an excise tax under Section 4999 of the Code.

Voting Agreement Proxy. From (a) Stockholder acknowledges and agrees that it has received a copy of, and has reviewed, the Merger Agreement, a copy of which is attached hereto as Annex B. (b) Stockholder hereby irrevocably agrees that, from and after the date hereof and until the earlier of (a) the final adjournment Closing or the valid termination of the Company Shareholders Meeting, Merger Agreement (b) the termination of this Agreement in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Voting Period”), at any meeting of the Stockholder irrevocably and unconditionally hereby agrees, that at securityholders of the Company Shareholders Meeting (whether annual or special and each whether or not adjourned or postponed meetingpostponed), or however called, and in connection with any action by written consent of the Company’s stockholders to vote upon securityholders of the Company Shareholder Matters(including, without limitation, by execution of the Written Consent when solicited by the Company) at which the Merger Agreement and other related agreements (or any amended versions thereof) or such other related actions, are submitted for the consideration and vote of the securityholders of the Company, unless otherwise directed in writing by Acquiror, Stockholder shall cause the Subject Securities to be voted: (i) appear at in favor of (i) the Company Shareholder Meeting or otherwise cause all of his or her Existing Shares Mergers and all other shares of Company Common Stock or voting securities the adoption and approval of the Company over which such Stockholder has acquired beneficial or record ownership after Merger Agreement and the date hereof and has the power to vote or direct the voting of (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Shares, the “Shares”), to be counted as present thereat for purposes of calculating a quorum, terms thereof and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor each of the approval other actions necessary for the consummation of the Company Shareholder Matters, transactions contemplated by the Merger Agreement (B) in favor of any proposal to adjourn or postpone the Company Shareholder Meeting to a later date if there are not sufficient votes to approve the Company Shareholder Matters, “Transaction Approval”); (C) against any action or proposal in favor of an Acquisition Proposal, and (Dii) against any action, proposal, agreement or transaction that (A) would result in a material breach of any representation or agreement warranty or covenant of the Company under the Merger Agreement, (B) would reasonably be expected to prevent, delay or impair consummation of the transactions contemplated under the Merger Agreement (provided, that this Section 1(b)(ii) shall not apply with respect to any transaction expressly permitted pursuant to Section 5.1(b) of the Merger Agreement), or (C) result in any of the conditions set forth in Section 6.1 or Section 6.2 of the Merger Agreement not being fulfilled; and (iii) against the following actions (other than the Mergers, the transactions contemplated by the Merger Agreement and/or any Ancillary Document and actions in furtherance of the foregoing) that would reasonably be likely expected, to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of Company contained in the Merger Agreement, or of the Stockholder contained in this Agreement, or (2) prevent, impede, interfere with, delay, postpone, discourage or frustrate the purposes of or adversely affect the consummation Mergers or any of the other transactions contemplated by the Merger AgreementAgreement and/or any Ancillary Document (excluding, including for the Merger; providedavoidance of doubt, that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder Conversion Written Consent and the Stockholder makes no agreement transactions contemplated thereby): (i) any merger or understanding in this Agreement in other business combination involving the Stockholder’s capacity as a director Company; (ii) any sale, lease, sublease, license, sublicense or officer transfer of all or substantially all of the rights or other assets of the Company; (iii) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement; and (biv) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director any amendment to the Company Company’s certificate of incorporation or its stockholdersbylaws to change the voting rights on the Subject Securities or the number of votes required to approve any proposal. (c) Stockholder has revoked or terminated any proxies, voting agreements or (ii) if the Stockholder is serving as a trustee similar arrangements previously given or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and Subject Securities, other than such agreements as are being terminated in accordance with Section 4. (yd) has not grantedNotwithstanding the foregoing, and this Section 1 shall not grant during the Support Period, a proxy, consent or power of attorney with respect apply to any proposal submitted to the Shares except any proxy to carry out stockholders of the intent Company holding the number of this Agreement and any proxy granted for ordinary course proposals shares of capital stock of the Company required by the terms of Section 280G(b)(5)(B) of the Code, whether at a meeting or in an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or action by written consent) any or all , to render the parachute payment provisions of the Shares in a manner that is inconsistent with the terms of this Agreement. The proxy granted pursuant Section 280G inapplicable to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement or any such rights granted hereunder terminate or expire pursuant to the terms hereof. The Stockholder hereby revokes any and all previous proxies with respect payments or benefits provided pursuant to Company Employee Benefit Plans or other Company Contracts that might result, separately or in the Sharesaggregate, in the payment of any amount or the provision of any benefit that would not be deductible by reason of Section 280G or that would be subject to an excise tax under Section 4999 of the Code.

Voting Agreement Proxy. From the date hereof until the earlier of (a) the final adjournment Each Principal Company Shareholder hereby agrees that at any meeting of the Company Shareholders MeetingCompany’s shareholders however called, (b) the termination of this Agreement and any adjournment or postponement thereof, and in accordance with its terms or (c) the approval of the Company Shareholder Matters at the Company Shareholders Meeting (such period of time, the “Support Period”), the Stockholder irrevocably and unconditionally hereby agrees, that at the Company Shareholders Meeting (whether annual or special and each adjourned or postponed meeting), or in connection with any action by written consent of the Company’s stockholders to vote upon the shareholders, such Principal Company Shareholder Mattersshall vote, the Stockholder shall (i) appear at the Company Shareholder Meeting or otherwise cause to be voted, all of his or her Existing Shares and all other shares of Company Common Stock owned or voting securities controlled by him, her or it at the time of such meeting of the Company over which such Stockholder has acquired beneficial or record ownership after the date hereof and has the power to vote or direct the voting of Company’s shareholders (including any shares of Company Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Company Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities or otherwise) (together with the Existing Sharescollectively, the “Subject Shares”), to be counted as present thereat for purposes of calculating a quorum, and ): (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (Aa) in favor of approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement; (b) against any tender or exchange offer to acquire more than fifteen percent (15%) of the voting power in the Company Shareholder Mattersor any of its subsidiaries, (B) in favor of any proposal to adjourn for a merger, consolidation or postpone other business combination involving the Company Shareholder Meeting or any of its subsidiaries, or any other proposal or offer to a later date if there are not sufficient votes to approve acquire in any manner more than fifteen percent (15%) of the voting power in, or more than fifteen percent (15%) of the business, assets or deposits of, the Company Shareholder Mattersor any of its subsidiaries, other than the transactions contemplated by the Merger Agreement, in each case involving any party other than Parent or an affiliate of Parent (Can “Acquisition Proposal”); and (c) against any action or proposal in favor of an Acquisition Proposal, and (D) against any action, proposal, transaction or agreement that would could reasonably be likely expected to (1) result in a material breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in under the Merger Agreement, or of the Stockholder contained in this Agreement, any manner prevent or (2) prevent, materially impede, interfere withwith or delay the Merger, delay, postpone, discourage the approval of the Merger Agreement or frustrate the purposes of or adversely affect the consummation of any of the transactions involving Parent and Merger Sub contemplated by the Merger Agreement. (b) Each Principal Company Shareholder hereby grants to, including and appoints, Parent, and any individual designated in writing by it, and each of them individually, as such Principal Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the Merger; providedname, place and stead of such Principal Company Shareholder, to vote such Principal Company Shareholder’s Subject Shares, or grant a consent or approval in respect of such Subject Shares, solely for the matters covered by Section 2(a). Such Principal Company Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Principal Company Shareholder’s execution and delivery of this Agreement. Such Principal Company Shareholder hereby affirms that the foregoing applies solely to the Stockholder in his or her capacity as a stockholder and the Stockholder makes no agreement or understanding proxy set forth in this Agreement Section 2(b) is given in connection with the Stockholder’s capacity as a director or officer execution of the Company or any of its Subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s capacity as a director or officer, including in exercising rights under the Merger Agreement, and no that such actions or omissions shall be deemed a breach proxy is given to secure the performance of this Agreement; and (b) will be construed to prohibit, limit or restrict the Stockholder from exercising (i) the Stockholder’s fiduciary duties as an officer or director to the Company or its stockholders, or (ii) if the Stockholder is serving as a trustee or fiduciary of any ERISA plan or trust, from exercising his or her duties and obligations as a trustee or fiduciary of such ERISA plan or trust. The Stockholder covenants and agrees that, except for this Agreement, such Stockholder (x) has not entered into, and shall not enter into during the Support Period, any voting agreement or voting trust with respect to the Shares and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of this Agreement and any proxy granted for ordinary course proposals at an annual meeting. The Stockholder agrees not to enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate the provisions and agreements set forth herein. The Stockholder hereby constitutes and appoints the Chief Executive Officer of Parent, with full power of substitution, as the Stockholder’s proxy with respect to the matters set forth herein, and hereby authorizes such proxy to represent and to vote, if and only if the Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) any or all of the Shares in a manner that is inconsistent with the terms of Principal Company Shareholder under this Agreement. The Such Principal Company Shareholder hereby further affirms that this proxy granted pursuant to the immediately preceding sentence is given to induce Parent to execute the Merger Agreement and, as such, is coupled with an interest and shall may under no circumstances be revoked, except that such proxy is automatically revoked and terminated upon termination of this Agreement in accordance with Section 5. Such Principal Company Shareholder hereby ratifies and confirms all that such proxy may lawfully do or cause to be done by virtue hereof. Such proxy is executed and intended to be irrevocable unless in accordance with the provisions of Section 1422 of the Michigan Business Corporation Act (the “MBCA”), except that such proxy is automatically revoked and until terminated upon termination of this Agreement or in accordance with Section 5. Such Principal Company Shareholder hereby represents that any such rights granted hereunder terminate or expire pursuant to proxies heretofore given by it in respect of the terms hereof. The Stockholder hereby revokes any and all previous proxies Subject Shares with respect to the Sharesmatters covered by this Section 2(b), if any, are revocable, and hereby revokes such proxies. Upon delivery of written request to do so by Parent, such Principal Company Shareholder shall as promptly as practicable execute and deliver to Parent a separate written instrument or proxy that embodies the terms of the proxy set forth in this Section 2(b).