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

Irrevocable Proxy and Power of Attorney. Each Investor hereby constitutes and appoints as the proxy of such Investor and hereby grants a power of attorney to the President of the Company with full power of substitution, with respect to the matters set forth herein, including, without limitation, Sections 4(e) and 6(m), and hereby authorizes the President of the Company to represent and vote, if and only if such Investor (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this Agreement, all of such Investor’s Holder Shares in favor of the matters set forth herein, including, without limitation, Sections 4(e) and 6(m), or to take any action necessary to effect the matters set forth in this Agreement. 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 Company and the Investors in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6(l). Each Investor hereby revokes any and all previous proxies or powers of attorney with respect to the Holder Shares and shall not hereafter, unless and until this Agreement terminates pursuant to Section 6(l), purport to grant any other proxy or power of attorney with respect to any of the Holder Shares, deposit any of the Holder 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, grant any proxy or give instructions with respect to the voting of any of the Holder Shares, in each case, with respect to any of the matters set forth herein.

Irrevocable Proxy and Power of Attorney. Each Investor The Optionee hereby constitutes and appoints as the proxy of such Investor his or her proxies, and hereby grants a power of attorney to the President of the Company Stockholder Representative, with full power of substitution, with respect to the matters set forth herein, including, including without limitation, Sections 4(e) and 6(m)votes regarding any Sale of the Company pursuant to this Section 15, and hereby authorizes the President each of the Company them to represent and to vote, if and only if such Investor the Optionee (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of this AgreementOption, all of such Investorthe Optionee’s Holder Shares in favor of any Sale of the matters set forth herein, including, without limitation, Sections 4(e) Company pursuant to and 6(m)in accordance with the terms and provisions of this Section 15, or to take any action necessary to effect the matters set forth in transactions contemplated by this AgreementSection 15. 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 benefits to be received by the Company and the Investors in connection with the transactions contemplated by this Agreement Optionee hereunder and, as such, each is coupled with an interest and shall be irrevocable unless and until this Agreement terminates pursuant to Section 6(l)Option terminates. Each Investor hereby revokes any and all previous proxies or powers of attorney with respect to the Holder Shares and The Optionee shall not hereafter, unless and until this Agreement terminates pursuant to Section 6(l)Option terminates, purport to grant any other proxy or power of attorney with respect to any of the Holder his or her Shares, deposit any of the Holder his or her 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, grant any proxy or give instructions with respect to the voting of any of the Holder his or her Shares, in each case, with respect to any of the matters set forth hereinin this Section 15.