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

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). (b) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinderhis signature hereto, each Covered Person irrevocably appoints and constitutes hereby gives the members of the Employee Shareholders Committee (each a “Committee Member”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereofShareholders’ Committee, with full power of substitution and resubstitution, as its true and lawful an irrevocable proxy to vote, abstain from voting vote or otherwise act, for and in such Covered Person’s name, place and stead, act with respect to all of the Covered Person’s Covered Common Stock Voting Shares as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation, as follows: (i) such proxy shall be voted in connection with such matters as are the subject of a Preliminary Vote as provided in this Agreement in accordance with such Preliminary Vote; (ii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof and as are related, directly or indirectly, to the matter which was the subject of the Preliminary Vote as the holder of such proxy sees fit in his discretion but in a manner consistent with the Preliminary Vote; and (iii) the holder of such proxy shall be authorized to vote on such other matters as may come before a meeting of stockholders of GS Inc. or any adjournment thereof (including matters related to adjournment thereof) as the holder of such proxy sees fit in his discretion but not to cast any vote under this clause (iii) which is inconsistent with the Preliminary Vote or which would achieve an outcome that would frustrate the intent of the Preliminary Vote. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Each Covered Person with respect to the Covered Common Stock, shall be irrevocable during the hereby affirms that this proxy is given as a term set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person Agreement and shall be deemed to be as such is coupled with an interest sufficient at law to support an irrevocable powerand is irrevocable. The Committee Members are authorized to execute that certain Second Amended It is further understood and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each agreed by each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members holder of such proxy with respect to all Covered Common Stock Voting Shares of such Covered Person for the period beginning on the effective date of this Agreement Effective Date and ending on the earlier of (ia) the date this Agreement shall have been terminated pursuant to Section 7.01(a7.1(a) and hereof or, (iib) in the date case of termination of this Agreement as to such a Covered Person pursuant to Person, Section 7.01(b)7.1(b) hereof. (b) By signing this Agreement or a Joinderhis signature hereto, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereofShareholders’ Committee, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct direct, in accordance with the provisions of this Article IV, the voting of any Covered Common Stock Voting Shares held of record by any other Person person but beneficially owned by such Covered Person (including Voting Shares held by the trust underlying any ▇▇▇▇▇▇▇ ▇▇▇▇▇ Compensation Plan and allocated to such Covered Person), granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 4.1 and Section 4.2(a) as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons persons with respect to all Covered Common Stock Voting Shares of such Covered Person, and held of record by another Personperson, for the period beginning on the effective date of this Agreement Effective Date and ending on (a) the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a7.1(a) and hereof or, (iib) in the date case of termination of this Agreement as to such a Covered Person pursuant to Person, Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto7.1(b) hereof.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a Joinder, each Covered Person irrevocably Each Stockholder hereby constitutes and appoints and constitutes as the members proxy of the Employee Shareholders Committee Stockholder and hereby grants a power of attorney to the Chief Executive Officer, from time to time, of the Company (each a the “Committee MemberProxyholder”), acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, to represent and vote all Voting Shares held by such Stockholder at any regular or special meeting of stockholders and to act on every action or approval by written consent (to so represent, vote, or act by written consent, to “Vote”), and to receive or waive notice to which such Stockholder may be entitled, including, without limitation, regarding the size and composition of the Board pursuant to Section 1, an increase authorized shares pursuant to Section 1, and all matters as the Proxyholder deems advisable and consistent with terms of this Agreement, all without notice to the undersigned, in accordance with this Agreement; provided, that the Proxyholder shall only Vote pursuant to such proxy and power of attorney if such Stockholder (i) is not a Major Preferred Investor and fails to Vote within the Voting Notice Period, or (ii) attempts to Vote, such Voting Shares in a manner which is inconsistent with the terms of this Agreement, in which case of the foregoing (i) or (ii) the Proxyholder shall Vote such Voting Shares in accordance with this Agreement. Each of the proxy and power of attorney granted pursuant to this Section 9 is given in consideration of the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest (including without limitation in light of the fact that the Proxyholder is an officer of the Company), shall survive any sale or transfer of the Voting Shares, including by law or intestate and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 7 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to its true Voting Shares and lawful shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 7 hereof, purport to grant any other proxy or power of attorney with respect to any of its Voting Shares, deposit any of its Voting Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, abstain from consent, grant any proxy or give instructions with respect to the voting or otherwise actof any of its Voting Shares, for and in such Covered Person’s name, place and steadeach case, with respect to all any of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the Committee Members pursuant to this Section 2.01(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common Stock, shall be irrevocable during the term matters set forth in the last sentence of this Section 2.01(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more Committee Members in elections of directors of the Company. Each Covered Person agrees that this irrevocable proxy may be exercised by the Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b)herein. (b) By signing this Agreement or a Joinder, each Covered Person irrevocably appoints and constitutes the Committee Members, acting jointly or each and any of them acting in his or her capacity as a Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.

Irrevocable Proxy and Power of Attorney. (a) By signing this Agreement or a JoinderJoinder A, each Covered Person irrevocably appoints and constitutes the members of the Employee Shareholders Committee (each a “Committee Member”)Stockholders’ Committee, acting jointly or each and any of them acting in his or her capacity as a member of the Stockholders’ Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, as its true and lawful proxy to vote, abstain from voting or otherwise act, for and in such Covered Person’s name, place and stead, with respect to all of the Covered Person’s Covered Common Stock as of the relevant record date or other date used for purposes of determining holders of Common Stock entitled to vote or take any action, as fully, to the same extent and with the same effect as such Covered Person might or could do under any applicable laws or regulations governing the rights and powers of stockholders of a Delaware corporation. The proxy granted the members of the Stockholders’ Committee Members pursuant to this Section 2.01(a2.1(a) shall revoke all prior proxies granted by the Covered Person with respect to the Covered Common StockShares, shall be irrevocable during the term set forth in the last sentence of this Section 2.01(a2.1(a), shall survive the bankruptcy or dissolution of the Covered Person and shall be deemed to be coupled with an interest sufficient at law to support an irrevocable power. The Committee Members are authorized to execute that certain Second Amended and Restated Shareholders’ Agreement, dated as of the date hereof (the “Second A&R Shareholders’ Agreement”), and the Employee Shareholders Committee, as such committee may be reconstituted from time to time, is authorized to vote Covered Common Stock in order to ensure that the composition of the board of directors of the Company is as set forth in Section 2.01 of the Second A&R Shareholders’ Agreement. For the avoidance of doubt, the members of the Stockholders’ Committee Members are authorized to vote Covered Common Stock in favor of the election of one or more members of the Stockholders’ Committee Members in elections of directors of the CompanyAPAM. Each Covered Person agrees that this irrevocable proxy may be exercised by the members of the Stockholders’ Committee Members with respect to all Covered Common Stock of such Covered Person for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a9.1(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b9.1(b). (b) By signing this Agreement or a JoinderJoinder A, each Covered Person irrevocably appoints and constitutes the Committee Membersmembers of the Stockholders’ Committee, acting jointly or each and any of them acting in his or her capacity as a member of the Stockholders’ Committee Member in accordance with the other provisions hereof, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to direct the voting of any Covered Common Stock held of record by any other Person but beneficially owned by such Covered Person, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 2.01 2.1 as such Covered Person might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. It is understood and agreed by each Covered Person that this appointment, empowerment and authorization may be exercised by the aforementioned Persons with respect to all Covered Common Stock of such Covered Person, and held of record by another Person, for the period beginning on the effective date of this Agreement and ending on the earlier of (i) the date this Agreement shall have been terminated pursuant to Section 7.01(a9.1(a) and (ii) the date of termination of this Agreement as to such Covered Person pursuant to Section 7.01(b9.1(b). The power of attorney granted by the Covered Person hereunder is a durable power of attorney and shall survive the dissolution or bankruptcy of the Covered Person and shall revoke any and all prior powers of attorney granted by the Covered Person with respect to the shares of Covered Common Stock subject hereto.