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

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunder, Pledgor grants the irrevocable proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor hereby irrevocably constitutes and appoints Secured Party, any person or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor (the "Attorneys"), and each of the foregoing acting singly, in each case with full power of substitution and resubstitution, the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's name, place and stead, to vote the shares of Pledged Stock in favor of any corporate transaction which has otherwise been approved by the shareholders of Secured Party and in which (i) more than fifty percent (50%) of the outstanding shares of the common stock of Secured Party will be acquired by a single purchaser or a group of purchasers acting in concert, (ii) all or substantially all of the assets of Holder are acquired by a single purchaser or group of purchasers, and (iii) Holder merges with or into another organization; and to do and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out the purposes of this paragraph 13 as fully to all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying all that such attorney-in-fact shall do or cause to be done by these presents. It is expressly understood and intended by Pledgor that the irrevocable proxy and power of attorney granted in this paragraph 13 is coupled with an interest, is irrevocable and may be delegated by said Attorneys. The irrevocable proxy and power of attorney shall survive the death or incapacity of such Pledgor and shall continue until all Pledged Shares have been released from pledge hereunder.

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunder, Pledgor grants the irrevocable proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor hereby irrevocably constitutes and appoints Secured Party, any person or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor (the "Attorneys"), and each of the foregoing acting singly, in each case with full power of substitution and resubstitution, the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's name, place and stead, to vote the shares of Pledged Stock in favor of any corporate transaction which has otherwise been approved by the shareholders of Secured Party and in which (i) more than fifty percent (50%) of the outstanding shares of the common stock of Secured Party will be acquired by a single purchaser or a group of purchasers acting in concert, (ii) all or substantially all of the assets of Holder are acquired by a single purchaser or group of purchasers, and (iii) Holder merges with or into another organization; and to do and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out the purposes of this paragraph 13 as fully to all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying all that such attorney-in-fact shall do or cause to be done by these presents. It is expressly understood and intended by Pledgor that the irrevocable proxy and power of attorney granted in this paragraph 13 is coupled with an interest, is irrevocable and may be delegated by said Attorneys. The irrevocable proxy and power of attorney shall survive the death or incapacity of such Pledgor and shall continue until all Pledged Shares have been released from pledge hereunder.

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunderAJP hereby irrevocably grants to, Pledgor grants the irrevocable and appoints, ▇▇▇▇▇ as AJP’s exclusive proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor hereby irrevocably constitutes and appoints Secured Party, any person or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor attorney-in-fact (the "Attorneys"), and each of the foregoing acting singly, in each case with full power of substitution and resubstitutionre-substitution), for and in the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's name, place and steadstead of AJP, to attend any meeting of the shareholders of the Company on behalf of AJP or otherwise cause all of the Shares to be counted as present thereat for purposes of establishing a quorum, to vote the shares of Pledged Stock Shares, and/or grant a consent or approval in favor of any corporate transaction which has otherwise been approved by the shareholders of Secured Party and in which (i) more than fifty percent (50%) respect of the outstanding shares Shares. AJP hereby affirms that the irrevocable proxy set forth in this Section 1 is given in consideration of ▇▇▇▇▇’s engagement of the common stock Proxy Solicitor and Counsel. AJP hereby further affirms that the irrevocable proxy is coupled with an interest sufficient at law to support an irrevocable proxy and may under no circumstances be revoked except upon the termination of Secured Party will be acquired by a single purchaser or a group of purchasers acting this Agreement in concert, (ii) all or substantially all of the assets of Holder are acquired by a single purchaser or group of purchasers, and (iii) Holder merges accordance with or into another organization; and to do and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out the its terms. For purposes of this paragraph 13 as fully to Section this Agreement shall terminate three (3) years from the date of this Agreement. AJP hereby ratifies and confirms all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying all actions that such attorney-in-fact shall do proxyholder may lawfully take or cause to be done taken by these presentsvirtue hereof. It Such irrevocable proxy is expressly understood executed and intended by Pledgor that to be irrevocable, and the irrevocable proxy exercise of the voting rights of the Shares is intended to be enforceable, in accordance with the provisions of all applicable law, including Sections 212 and power 218 of attorney granted in this paragraph 13 is coupled with an interest, is irrevocable and may be delegated by said Attorneysthe Delaware General Corporation Law. The irrevocable proxy granted hereunder shall remain in full force and power effect until the Contemplated Purchase Shares are sold by AJP to Orbic, except that it shall thereafter continue in full force and effect pursuant to the terms of attorney the Voting Agreement and Irrevocable Proxy contemplated to be entered into concurrently with the Contemplated Purchase Agreement. AJP shall survive take all further action and execute such other instruments as may be reasonably necessary to effectuate the death or incapacity intent of this irrevocable proxy. AJP hereby represents that any proxies heretofore given in respect the Shares, if any, with respect to the matters set forth in Section 1 are revocable and hereby revokes any and all such Pledgor and shall continue until all Pledged Shares have been released from pledge hereunderproxies.

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunder, Pledgor grants In addition to the irrevocable proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor granted under Subsection 5.2, each Minority Investor hereby irrevocably constitutes and appoints Secured Party, any person as the proxies of the party and hereby grants a power of attorney to the Company’s Chief Executive Officer or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor (the "Attorneys")Secretary, and each of the foregoing acting singlythem, in each case with full power of substitution and resubstitution, (the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's name, place and stead“Appointee”), to vote the shares of Pledged Stock in favor of any corporate transaction which has otherwise been approved by the shareholders of Secured Party and in which (i) more than fifty percent (50%) of the outstanding shares of the common stock of Secured Party will be acquired by a single purchaser or a group of purchasers acting in concert, (ii) all or substantially upon all of the assets Shares held by each Minority Investor at any and all meetings of Holder the stockholders of the Company, whether these are acquired by a single purchaser annual, regular or group of purchasersspecial meetings, and (iii) Holder merges for any and all purposes, so long as this irrevocable proxy remains in full force and effect. The Appointee is to have all of the powers each Minority Investor would possess if present personally or otherwise duly represented at any meetings. In addition, this irrevocable proxy entitles the Appointee to execute any consents of stockholders of the Company executed in lieu of the holding of annual, regular or special meetings of the Company. Each Minority Investor hereby affirms that this irrevocable proxy is coupled with or into another organization; an interest sufficient under the laws of the State of Delaware to support an irrevocable proxy, and to do each Minority Investor ratifies and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out confirms all that the purposes Appointee of this paragraph 13 as fully to all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying all that such attorney-in-fact shall irrevocable proxy may lawfully do or cause to be done by these presentsvirtue of this irrevocable proxy. It is expressly understood Each Minority Investor understands and intended by Pledgor agrees that the irrevocable proxy granted to the Appointee shall not terminate by operation of law, whether by bankruptcy, insolvency or the occurrence of any other event and power of attorney granted in that this paragraph 13 is coupled with an interest, is irrevocable and may be delegated by said Attorneys. The irrevocable proxy relates to all voting rights with respect to the stock and power does not relate to any other rights incident to the ownership of attorney shall survive the death or incapacity stock (including, without limitation, the right of such Pledgor the undersigned to receive dividends and shall continue until all Pledged Shares have been released the right to receive the consideration from pledge hereunderany sale of the stock).

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunder, Pledgor grants the irrevocable proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor i. Key Holder hereby irrevocably constitutes grants to and appoints Secured Partyappoints, and hereby authorizes and empowers, the Company, and any person or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor (the "Attorneys")individual designated in writing by it, and each of them individually, as the foregoing acting singly, in each case Key Holder’s sole and exclusive proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's Key Holder’s name, place and stead, to vote and exercise all voting and related rights (to the shares fullest extent the Key Holder is entitled to do so) with respect to its Shares at any meeting of Pledged Stock in favor the stockholders of any corporate transaction which has otherwise been approved by the shareholders of Secured Party Company called, and in which (i) more than fifty percent (50%) every written consent in lieu of such meeting, with respect to any of the outstanding shares matters specified in, and in accordance and consistent with, Section 2(a). ii. Key Holder understands and acknowledges that the Company is entering into the Purchase Agreement in reliance upon Key Holder’s execution and delivery of this Agreement. Key Holder hereby affirms that the common stock of Secured Party will irrevocable proxy set forth in this Section 2(d) constitutes an inducement for the Company to enter into the Purchase Agreement. Except as otherwise provided for herein, the Key Holder hereby (a) affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be acquired by a single purchaser or a group of purchasers acting in concertrevoked, (iib) all or substantially all of the assets of Holder are acquired by a single purchaser or group of purchasers, ratifies and (iii) Holder merges with or into another organization; and to do and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out the purposes of this paragraph 13 as fully to all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying confirms all that such attorney-in-fact shall the proxies appointed hereunder may lawfully do or cause to be done by these presents. It virtue hereof; and (c) affirms that such irrevocable proxy is expressly understood executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the Delaware General Corporation Law. iii. Upon the execution of this Agreement by Pledgor the Key Holder, the Key Holder hereby revokes any and all prior proxies or powers of attorney given by the Key Holder with respect to the Shares. The Key Holder acknowledges and agrees that no subsequent proxies with respect to such Shares shall be given, and if given, shall not be effective or ineffective ab initio. All authority conferred herein shall be binding upon and enforceable against any successors or assigns of the Key Holder and any permitted transferees of the Shares. Notwithstanding any other provisions of this Agreement, the irrevocable proxy and power granted hereunder shall automatically terminate upon the termination of attorney granted this Agreement in this paragraph 13 is coupled accordance with an interest, is irrevocable and may be delegated by said Attorneys. The irrevocable proxy and power of attorney shall survive the death or incapacity of such Pledgor and shall continue until all Pledged Shares have been released from pledge hereunderSection 5(o).

Irrevocable Proxy and Power of Attorney. To further secure Obligations hereunder, Pledgor grants In addition to the irrevocable proxy and power of attorney set forth in this Section 13 to Secured Party for the purposes set forth below. Pledgor granted under Subsection 5.2, each Minority Investor hereby irrevocably constitutes and appoints Secured Party, any person as the proxies of the party and hereby grants a power of attorney to the Company’s Chief Executive Officer or entity who becomes the successor to Secured Party, or any officer of Secured Party or such successor (the "Attorneys")Secretary, and each of the foregoing acting singlythem, in each case with full power of substitution and resubstitution, (the true and lawful agent and attorney-in-fact of such Purchaser, with full power and authority in such Purchaser's name, place and stead“Appointee”), to vote the shares of Pledged Stock in favor of any corporate transaction which has otherwise been approved by the shareholders of Secured Party and in which (i) more than fifty percent (50%) of the outstanding shares of the common stock of Secured Party will be acquired by a single purchaser or a group of purchasers acting in concert, (ii) all or substantially upon all of the assets Shares held by each Minority Investor at any and all meetings of Holder the stockholders of the Company, whether these are acquired by a single purchaser annual, regular or group of purchasersspecial meetings, and (iii) Holder merges for any and all purposes, so long as this irrevocable proxy remains in full force and effect. The Appointee is to have all of the powers each Minority Investor would possess if present personally or otherwise duly represented at any meetings. In addition, this irrevocable proxy entitles the Appointee to execute any consents of stockholders of the Company executed in lieu of the holding of annual, regular or special meetings of the Corporation. Each Minority Investor hereby affirms that this irrevocable proxy is coupled with or into another organization; an interest sufficient under the laws of the State of Delaware to support an irrevocable proxy, and to do each Minority Investor ratifies and perform each and every other act and thing whatsoever requisite, necessary or appropriate to be done to carry out confirms all that the purposes Appointee of this paragraph 13 as fully to all intents and purposes as Pledgor might or could do if personally present, Pledgor hereby ratifying all that such attorney-in-fact shall irrevocable proxy may lawfully do or cause to be done by these presentsvirtue of this irrevocable proxy. It is expressly understood Each Minority Investor understands and intended by Pledgor agrees that the irrevocable proxy granted to the Appointee shall not terminate by operation of law, whether by bankruptcy, insolvency or the occurrence of any other event and power of attorney granted in that this paragraph 13 is coupled with an interest, is irrevocable and may be delegated by said Attorneys. The irrevocable proxy relates to all voting rights with respect to the stock and power does not relate to any other rights incident to the ownership of attorney shall survive the death or incapacity stock (including, without limitation, the right of such Pledgor the undersigned to receive dividends and shall continue until all Pledged Shares have been released the right to receive the consideration from pledge hereunderany sale of the stock).