Common use of Irrevocable Proxy and Power of Attorney Clause in Contracts

Irrevocable Proxy and Power of Attorney. Such Company Shareholder hereby unconditionally and irrevocably grants to, and appoints, SPAC and any individual designated in writing by SPAC, and each of them individually, as such Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares in a manner consistent with Section 5.1(a). Such Company Shareholder understands and acknowledges that SPAC is entering into the Merger Agreement in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Shareholder under this Agreement. Such Company Shareholder hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Shareholder Sponsor hereby unconditionally and irrevocably grants to, and appoints, SPAC the Company and any individual designated in writing by SPACthe Company, and each of them individually, as such Company ShareholderSponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company ShareholderSponsor, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares Shares, in a manner consistent with Section 5.1(a4.1(a). Such Company Shareholder Sponsor understands and acknowledges that SPAC the Company is entering into the Merger Agreement in reliance upon such Company ShareholderSponsor’s execution and delivery of this Agreement. Such Company Shareholder Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Shareholder Sponsor under this Agreement. Such Company Shareholder Sponsor hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Shareholder Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Each Shareholder hereby irrevocably and unconditionally and irrevocably grants to, and appoints, SPAC in the event that such Shareholder shall for whatever reason fail to perform any of its obligations under Section 3.1, the Company and any individual designated in writing by SPACthe Company, and each of them individually, as such Company Shareholder’s lawful attorney and proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares or Subject Warrants in a manner consistent with Section 5.1(a3.1 (the “Irrevocable Power of Attorney”), and execute, deliver and take on each such Shareholder’s behalf and in the name of such Shareholder, all deeds, documents, and steps necessary for obtaining the Company Shareholders’ Approval as contemplated in Section 3.1. Such Company Each Shareholder understands and acknowledges that SPAC is Acquiror, PubCo and the Company are entering into the Merger Business Combination Agreement in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Each Shareholder hereby affirms that the irrevocable proxy and power Irrevocable Power of attorney set forth in this Section 5.1(c) are Attorney is given in connection with the execution of the Merger Business Combination Agreement, and that such irrevocable proxy and power of attorney are is given to secure the performance of the duties of such Company Shareholder under this Agreement. Such Company Each Shareholder hereby further affirms that the irrevocable proxy and power Irrevocable Power of attorney are given to secure Attorney is coupled with a proprietary interest and may under no circumstances be revoked. Such Company Each Shareholder hereby ratifies and confirms all that such irrevocable proxy and power the Irrevocable Power of attorney Attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power Irrevocable Power of attorney Attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Founder Shareholder hereby unconditionally and irrevocably grants to, and appoints, SPAC the Company and any individual designated in writing by SPACthe Company, and each of them individually, as such Company Founder Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Founder Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares Shares, in a manner consistent with Section 5.1(a4.1(a). Such Company Founder Shareholder understands and acknowledges that SPAC the Company is entering into the Merger Agreement in reliance upon such Company Founder Shareholder’s execution and delivery of this Agreement. Such Company Founder Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Shareholder under this Agreement. Such Company Shareholder hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Founder Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT (AS REVISED) OF THE CAYMAN ISLANDS (REVISED)ISLANDS. The irrevocable proxy and power of attorney granted hereunder shall only automatically terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Shareholder Sponsor hereby unconditionally and irrevocably grants to, and appoints, SPAC the Company and any individual designated in writing by SPACthe Company, and each of them individually, as such Company ShareholderSponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company ShareholderSponsor, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares Shares, in a manner consistent with Section 5.1(a)4.1(a) of this Agreement. Such Company Shareholder Sponsor understands and acknowledges that SPAC the Company is entering into the Merger Agreement in reliance upon such Company ShareholderSponsor’s execution and delivery of this Agreement. Such Company Shareholder Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Shareholder Sponsor under this Agreement. Such Company Shareholder Sponsor hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Shareholder Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Shareholder hereby unconditionally and irrevocably grants to, and appoints, SPAC and any individual designated in writing by SPAC, and each of them individually, appoints the Key Executive as such Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares in a manner consistent with Section 5.1(a)5.1. Such Company Shareholder understands and acknowledges that the Company, PubCo and SPAC is are entering into the Merger Business Combination Agreement in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c5.1(d) are is given in connection with the execution of the Merger Business Combination Agreement, and that such irrevocable proxy and power of attorney are is given to secure the performance of the duties of such Company Shareholder under this Agreement. Such Company Shareholder hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary is coupled with an interest and may under no circumstances be revoked. Such Company Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT (AS REVISED) OF THE CAYMAN ISLANDS (REVISED)ISLANDS. The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Each PubCo Shareholder hereby unconditionally and irrevocably grants to, and appoints, SPAC the PubCo and any individual designated in writing by SPAC, and each of them individuallythe PubCo, as such Company PubCo Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company PubCo Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares in a manner consistent with Section 5.1(a)) of this Agreement. Such Company Each PubCo Shareholder understands and acknowledges that SPAC the PubCo is entering into the Merger Agreement in reliance upon such Company PubCo Shareholder’s execution and delivery of this Agreement. Such Company Each PubCo Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c5.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company PubCo Shareholder under this Agreement. Such Company Each PubCo Shareholder hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Each PubCo Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED). The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination expiration of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this AgreementExclusivity Period.

Irrevocable Proxy and Power of Attorney. Such Company Shareholder Sponsor hereby unconditionally and irrevocably grants to, and appoints, SPAC the Company and any individual designated in writing by SPACthe Company, and each of them individually, as such Company ShareholderSponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company ShareholderSponsor, to vote the Subject Shares, or grant a written resolution or consent or approval in respect of the Subject Shares Shares, in a manner consistent with Section 5.1(a4.1(a). Such Company Shareholder Sponsor understands and acknowledges that SPAC the Company is entering into the Merger Agreement in reliance upon such Company ShareholderSponsor’s execution and delivery of this Agreement. Such Company Shareholder Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Shareholder Sponsor under this Agreement. Such Company Shareholder Sponsor hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Shareholder Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED)ISLANDS. The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Parent Shareholder hereby unconditionally and irrevocably grants to, and appoints, SPAC the Parent and any individual designated in writing by SPACthe Parent, and each of them individually, as such Company Parent Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Parent Shareholder, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares in a manner consistent with Section 5.1(a)) of this Agreement. Such Company Parent Shareholder understands and acknowledges that SPAC the Parent is entering into the Merger Agreement in reliance upon such Company Parent Shareholder’s execution and delivery of this Agreement. Such Company Parent Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c5.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Parent Shareholder under this Agreement. Such Company Parent Shareholder hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Parent Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT ORDINANCE OF THE CAYMAN ISLANDS (REVISED)HONG KONG. The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination expiration of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this AgreementExclusivity Period.

Irrevocable Proxy and Power of Attorney. Such Company Shareholder Sponsor hereby unconditionally and irrevocably grants to, and appoints, SPAC appoints the Company and any individual designated in writing by SPACthe Company, and each of them individually, as such Company ShareholderSponsor’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company ShareholderSponsor, to vote the Subject Shares, or grant a written consent or approval in respect of the Subject Shares in a manner consistent with Section 5.1(a)5.1. Such Company Shareholder Sponsor understands and acknowledges that SPAC is the Company and PubCo are entering into the Merger Business Combination Agreement in reliance upon such Company ShareholderSponsor’s execution and delivery of this Agreement. Such Company Shareholder Sponsor hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c5.1(d) are is given in connection with the execution of the Merger Business Combination Agreement, and that such irrevocable proxy and power of attorney are is given to secure the performance of the duties of such Company Shareholder Sponsor under this Agreement. Such Company Shareholder Sponsor hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary is coupled with an interest and may under no circumstances be revoked. Such Company Shareholder Sponsor hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT (AS REVISED) OF THE CAYMAN ISLANDS (REVISED)ISLANDS. The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.

Irrevocable Proxy and Power of Attorney. Such Company Shareholder hereby unconditionally and irrevocably grants to, and appoints, SPAC and any individual designated in writing by SPAC, and each of them individually, as such Company Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Company Shareholder, to vote the Subject Shares, or grant a written resolution or consent or approval in respect of the Subject Shares Shares, in a manner consistent with Section 5.1(a4.1(a). Such Company Shareholder understands and acknowledges that SPAC is entering into the Merger Agreement in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder hereby affirms that the irrevocable proxy and power of attorney set forth in this Section 5.1(c4.1(d) are given in connection with the execution of the Merger Agreement, and that such irrevocable proxy and power of attorney are given to secure the performance of the duties of such Company Shareholder under this Agreement. Such Company Shareholder hereby further affirms that the irrevocable proxy and power of attorney are given to secure a proprietary interest and may under no circumstances be revoked. Such Company Shareholder hereby ratifies and confirms all that such irrevocable proxy and power of attorney may lawfully do or cause to be done by virtue hereof. SUCH IRREVOCABLE PROXY AND POWER OF ATTORNEY ARE EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (REVISED)ISLANDS. The irrevocable proxy and power of attorney granted hereunder shall only terminate upon the termination of this Section 5.1. Notwithstanding anything to the contrary in this Agreement, this Section 5.1(c) shall not apply to the Company Shareholder set forth in Schedule B to this Agreement.