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

Irrevocable Proxy and Power of Attorney. Each Investor (and each Transferee Stockholder) hereby constitutes and appoints as the proxies of such Investor, or Transferee Stockholder, as applicable, and hereby grants a power of attorney to a designee of each other Investor, and each of them, with full power of substitution, with respect to the matters set forth in this Section 4, and hereby authorizes each of them to represent and to vote, if and only if the granting Investor or Transferee Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Section 4, all of such granting Investor’s or Transferee Stockholder’s shares of Common Stock in a manner consistent with the terms of this Section 4. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Investors and the Transferee Stockholders in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable. Each Investor and Transferee Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to such Investor’s or Transferee Stockholder’s shares of Common Stock and shall not hereafter purport to grant any other proxy or power of attorney with respect to any of such Investor’s or Transferee Stockholder’s shares of Common Stock, deposit any of such Investor’s or Transferee Stockholder’s shares of Common Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Investor’s or Transferee Stockholder’s shares of Common Stock.

Irrevocable Proxy and Power of Attorney. Each Investor (and each Transferee Stockholder) hereby constitutes and appoints as the proxies of such Investor, or Transferee Stockholder, as applicable, and hereby grants a power of attorney to a designee of each other Investor, and each of them, with full power of substitution, with respect to the matters set forth in this Section 4, and hereby authorizes each of them to represent and to vote, if and only if the granting Investor or Transferee Stockholder (a) fails to vote or (b) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Section 4, all of such granting Investor’s or Transferee Stockholder’s shares of Common Stock in a manner consistent with the terms of this Section 4. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence is given in consideration of the agreements and covenants of the Investors and the Transferee Stockholders in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable. Each Investor and Transferee Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to such Investor’s or Transferee Stockholder’s shares of Common Stock and shall not hereafter purport to grant any other proxy or power of attorney with respect to any of such Investor’s or Transferee Stockholder’s shares of Common Stock, deposit any of such Investor’s or Transferee Stockholder’s shares of Common Stock into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Person, directly or indirectly, to vote, grant any proxy or give instructions instruc­tions with respect to the voting of any of the Investor’s or Transferee Stockholder’s shares of Common Stock.

Irrevocable Proxy and Power of Attorney. Each Investor (and each Transferee Stockholder) Stockholder hereby constitutes and appoints as the proxies of such Investor, or Transferee Stockholder, as applicable, the Stockholder and hereby grants a power of attorney to a designee of each other Investor, and each of them, the Company’s President with full power of substitution, with respect to the matters set forth election of persons as members of the Board of Directors in this accordance with Section 42.1 above, and hereby authorizes each of them him to represent and to vote, if and only if the granting Investor or Transferee Stockholder (ai) fails to vote vote, or (bii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Section 42.1, all of such granting Investor’s or Transferee Stockholder’s shares voting Company Securities in favor of Common Stock the election of persons as members of the Board of Directors determined pursuant to and in a manner consistent accordance with the terms and provisions of this Section 42.1 or to take any action necessary to effect the provisions of Section 2.1. Each of the proxy and power of attorney granted pursuant to the immediately preceding sentence this Section 2.2 is given in consideration of the agreements and covenants of the Investors Company and the Transferee Stockholders in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocableirrevocable so long as this Agreement remains in effect. Each Investor and Transferee Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to such Investor’s his or Transferee Stockholder’s shares of Common Stock its voting Company Securities and shall not hereafter hereafter, so long as this Agreement remains in effect, purport to grant any other proxy or power of attorney with respect to any of such Investor’s his or Transferee Stockholder’s shares of Common Stockits voting Company Securities, deposit any of such Investor’s his or Transferee Stockholder’s shares of Common Stock its voting Company Securities into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any Personperson, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of his or its voting Company Securities, in each case, with respect to any of the Investor’s or Transferee Stockholder’s shares matters set forth in this Section 2.2. [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of Common Stockthe Securities Act of 1933, as amended.