Common use of Appointment and Power of Attorney Clause in Contracts

Appointment and Power of Attorney. Holder irrevocably authorizes the Company to deposit with you (i) share transfer form or forms, duly executed in blank, in respect of the Class B Common Shares (as defined in the Agreement); and (ii) any certificates evidencing the Shares, to be held by you hereunder and any additions and substitutions to said Class B Common Shares. For purposes of these Joint Escrow Instructions, “Class B Common Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you and each of your directors and officers as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Class B Common Shares all documents necessary or appropriate to transfer such Class B Common Shares and to complete any transaction herein contemplated. Holder undertakes to ratify and confirm any actions taken or purported to be taken by you in the exercise of the power conferred by the power of attorney granted by this Section 1. The power of attorney granted herein shall expire on the earliest to occur of (i) the transfer of all Class B Common Shares by Company that are capable of such transfer pursuant to the Agreement; or (ii) the expiration of the Company’s right to receive from Participant any Class B Common Shares under the Agreement. Subject to the provisions of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a shareholder of the Company while the Class B Common Shares are held by you.

Appointment and Power of Attorney. Holder irrevocably authorizes the Company to deposit with you (i) share transfer form or forms, duly executed in blank, in respect of the Class B Common Shares (as defined in the Agreement); and (ii) any certificates evidencing the Shares, to be held by you hereunder and any additions and substitutions to said Class B Common Shares. For purposes of these Joint Escrow Instructions, “Class B Common Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you and each of your directors and officers as his or her attorney-in-fact and agent for the term of this escrow to execute with respect to such Class B Common Shares all documents necessary or appropriate to transfer such Class B Common Shares and to complete any transaction herein contemplatedcontemplated herein, in the Agreement, or in the Note (as that term is defined in the Agreement). Holder undertakes to ratify and confirm any actions taken or purported to be taken by you in the exercise of the power conferred by the power of attorney granted by this Section 1. The power of attorney granted herein shall expire on the earliest to occur of (i) the transfer repurchase of all Class B Common Shares by Company that are capable of such transfer pursuant to repurchase under the Agreement; or (ii) the expiration of first date where both (x) the Company’s right to receive from Participant purchase any Class B Common Shares under the AgreementAgreement has expired; and (y) the Note has been satisfied in full. Subject to the provisions of this Section 1 and the terms of the AgreementAgreement and the Note, Holder shall exercise all rights and privileges of a shareholder of the Company while the Class B Common Shares are held by you.