Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. The undersigned, being the holder of ____ shares (the “Shares”) of the Common Stock of Nxxxxx Industries Ltd., a Bermuda exempted company (the “Company”) hereby designates and appoints the Company and any designee of the Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of the Voting and Lock-Up Agreement dated as of October 14, 2024 (the “Voting Agreement”) with respect to the Shares in accordance with the terms hereof and the terms of the Voting Agreement. This proxy and power of attorney is given to secure the performance of the duties of the undersigned under the Voting Agreement. The undersigned shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. THIS PROXY AND POWER OF ATTORNEY SHALL BE IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENT. The power of attorney granted by the undersigned herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the undersigned. The proxy and power of attorney granted hereunder shall terminate (i) with respect to any Shares, on the date upon which the undersigned no longer, directly or indirectly, beneficially owns such Shares (or any rights thereto); provided that the fact the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise in violation of the terms or conditions of the Voting Agreement, and (ii) with respect to all Shares, upon any termination of the Voting Agreement. Dated: [●], 2024 [STOCKHOLDER] By: Name: Title:

Proxy and Power of Attorney. The undersigned, being the holder of ____ shares (the “Shares”) of the Common Stock of Nxxxxx Industries Ltd., a Bermuda exempted company (the “Company”) undersigned hereby designates and appoints the Company Purchaser and any designee of the CompanyPurchaser, as the undersigned’s agent, proxy and each of them individually, its proxies and attorneysattorney-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of the Voting and Lock-Up Agreement dated as of October 14, 2024 (the “Voting Agreement”) with respect to any and all of the undersigned’s Shares in accordance with the terms hereof and the terms of the Voting Agreement. This proxy and power of attorney is given to secure the performance of the duties of the undersigned under the Voting Agreementpreceding paragraph. The undersigned shall agrees to take such further action or execute such other instruments as may be requested and necessary to effectuate the intent of this proxy. The undersigned affirms that the irrevocable proxy set forth in this Letter Agreement is given in connection with, and in consideration of, the execution of the Agreement, and that such irrevocable proxy is given to the Purchaser by the undersigned to secure the performance of the undersigned’s duties under the Agreement. The proxy and power of attorney. THIS PROXY AND POWER OF ATTORNEY SHALL BE IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENTattorney granted pursuant to this Letter Agreement to the Purchaser by the undersigned shall (a) be irrevocable, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENT(b) be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and (c) revoke any and all prior proxies and powers of attorney granted by the undersigned with respect to the undersigned’s Shares and the undersigned shall not give any subsequent proxy or power of attorney with respect to the undersigned’s Shares with respect to the matters addressed hereby or that would otherwise result in the undersigned being unable to perform the undersigned’s obligations hereunder. The power of attorney granted by the undersigned herein is a durable power of attorney and shall survive the undersigned’s dissolution, bankruptcy, death or incapacity and shall be binding upon the undersigned’s heirs, personal representatives, successors or assigns. It is agreed that the Purchaser and any designee of the undersignedPurchaser shall use the irrevocable proxy granted hereby only in accordance with applicable Law. The proxy and power For the avoidance of attorney granted hereunder doubt, the vote of the Purchaser or any designee of the Purchaser shall terminate (i) control with respect to the matters addressed hereby in any Shares, on conflict between the date upon which vote by the Purchaser or any designee of the Purchaser of the Shares and any other vote by the undersigned no longer, directly or indirectly, beneficially owns such Shares (or any rights thereto); provided that the fact the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise in violation other Person of the terms or conditions of the Voting Agreement, and (ii) with respect to all Shares, upon any termination of the Voting Agreement. Dated: [●], 2024 [STOCKHOLDER] By: Name: Title:.

Proxy and Power of Attorney. The undersigned(a) By his signature hereto, being each Covered Person hereby gives the holder of ____ shares (the “Shares”) of the Common Stock of Nxxxxx Industries Ltd., a Bermuda exempted company (the “Company”) hereby designates and appoints the Company and any designee of the Company, and each of them individually, its proxies and attorneys-in-factShareholders' Committee, with full power of substitution and resubstitution, an irrevocable proxy to vote or otherwise act by written consent during the term of the Voting and Lock-Up Agreement dated as of October 14, 2024 (the “Voting Agreement”) with respect to all of the Shares Covered Person's Voted Covered Shares, 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 and (i) directs that such proxy shall be voted in connection with such -10- 11 matters as are the subject of a Preliminary Vote as provided in this Agreement -- in accordance with such Preliminary Vote, (ii) authorizes the terms hereof and the terms holder of the Voting Agreement. This such proxy and power of attorney is given to secure the performance of the duties of the undersigned under the Voting Agreement. The undersigned shall take such further action or execute vote on such other instruments matters as may be necessary to effectuate the intent come before a meeting of this proxy stockholders of GS Inc. or any adjournment thereof and power of attorney. THIS PROXY AND POWER OF ATTORNEY SHALL BE IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENT. The power of attorney granted by the undersigned herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the undersigned. The proxy and power of attorney granted hereunder shall terminate (i) with respect to any Shares, on the date upon which the undersigned no longeras are related, directly or indirectly, beneficially owns such Shares (or any rights thereto); provided that to the fact matter which was the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise in violation subject of the terms or conditions of Preliminary Vote -- as the Voting Agreementaforementioned persons see fit in their discretion but in a manner consistent with the Preliminary Vote, and (iiiii) authorizes the holder of such proxy 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 aforementioned persons see fit in their 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. Each such Covered Person hereby affirms that this proxy is given as a term of this Agreement and as such is coupled with an interest and is irrevocable. It is further understood and agreed by each such Covered Person that this proxy may be exercised by the aforementioned persons with respect to all Shares, upon any termination Voted Covered Shares of such Covered Person for the Voting Agreement. Dated: [●], 2024 [STOCKHOLDER] By: Name: Title:period beginning on the date hereof and ending on the date this Agreement shall have been terminated pursuant to Section 7.1(a) hereof.

Proxy and Power of Attorney. The undersigned, being the holder of ____ shares (the “Shares”a) of the Common Stock of Nxxxxx Industries Ltd., a Bermuda exempted company (the “Company”) CEC hereby designates and irrevocably appoints the Company and any designee of the Company, and each of them individually1947 and 1945, its proxies as CEC's attorney and attorneys-in-factproxy (with full power of substitution), with full power of substitution and resubstitutionauthority to vote, to vote or and otherwise act (by written consent during the term of the Voting and Lock-Up Agreement dated as of October 14, 2024 (the “Voting Agreement”or otherwise) with respect to the Claxson Shares which CEC is entitled to vote at any meeting of members of Claxson (whether annual or special and whether or not an adjourned or postponed meeting) or consent in accordance with lieu of any such meeting or otherwise, on the terms matters and in the manner specified in Section 1.1 hereof and the terms of the Voting Agreement. This proxy and power of attorney is given to secure the performance of the duties of the undersigned under the Voting Agreement. The undersigned shall take such further action or execute such other instruments as may be necessary to effectuate the intent until termination of this proxy and power of attorneyAgreement. THIS PROXY AND POWER OF ATTORNEY SHALL BE IS IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENT, SHALL BE DEEMED TO BE AND COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENTINTEREST. The CEC hereby ratifies and confirms all that each of 1945 and 1947 as CEC's attorney-in-fact (as and to the extent provided above) shall do. (b) CEC hereby revokes all other proxies and powers of attorney with respect to the Claxson Shares which CEC may have heretofore appointed or granted, and no subsequent proxy or power of attorney granted by the undersigned herein is a durable shall be given or written consent executed (and if given or executed, such proxy or power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the undersignednot be effective) by CEC with respect thereto so long as this proxy is in effect. The proxy granted hereby and related power of attorney granted hereunder shall terminate (i) in full upon CEC's Transfer, subject to the terms hereof, of Claxson Shares to a third party not a CEC Affiliate, but only with respect to the shares so Transferred. In connection with any Sharessuch Transfer, on 1945 and 1947 agree to execute a termination agreement, at the date upon which the undersigned no longerrequest of CEC, directly or indirectly, beneficially owns reasonably acceptable to each of them to reflect such Shares (or any rights thereto); provided that the fact the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise in violation of the terms or conditions of the Voting Agreement, and (ii) with respect to all Shares, upon any termination of the Voting Agreement. Dated: [●], 2024 [STOCKHOLDER] By: Name: Title:termination.

Proxy and Power of Attorney. The undersigned, being the holder of ____ shares (the “Shares”) of the Common Stock of Nxxxxx Nabors Industries Ltd., a Bermuda exempted company (the “Company”) hereby designates and appoints the Company and any designee of the Company, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of the Voting and Lock-Up Agreement dated as of October 14, 2024 (the “Voting Agreement”) with respect to the Shares in accordance with the terms hereof and the terms of the Voting Agreement. This proxy and power of attorney is given to secure the performance of the duties of the undersigned under the Voting Agreement. The undersigned shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. THIS PROXY AND POWER OF ATTORNEY SHALL BE IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENT. The power of attorney granted by the undersigned herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the undersigned. The proxy and power of attorney granted hereunder shall terminate (i) with respect to any Shares, on the date upon which the undersigned no longer, directly or indirectly, beneficially owns such Shares (or any rights thereto); provided that the fact the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise in violation of the terms or conditions of the Voting Agreement, and (ii) with respect to all Shares, upon any termination of the Voting Agreement. Dated: [●], 2024 [STOCKHOLDER] By: Name: Title:

Proxy and Power of Attorney. The undersignedPursuant to that certain Irrevocable Proxy Agreement by and between the undersigned (a “Founder”) and CLCH, being the holder of LLC (“CLCH”) dated ____ _____, 2012 (the “Agreement”), Founder, holder and owner of the number of shares of common stock of [Trio Merger Corp.], a Delaware corporation (the “Corporation”) set forth below (the “Shares”) of the Common Stock of Nxxxxx Industries Ltd.), a Bermuda exempted company (the “Company”) does hereby designates and appoints the Company irrevocably appoint CLCH and any designee of the Company, and each of them individually, its proxies CLCH as Founder’s proxy and attorneys-in-fact, with full power of substitution and resubstitution, to represent and vote the Shares, whether at a meeting of shareholders or act by written any consent during the term of the Voting and Lock-Up Agreement dated as of October 14to any action taken without a meeting, 2024 (the “Voting Agreement”) with respect to any matter presented to the Shares in accordance with the terms hereof and the terms shareholders of the Voting AgreementCorporation for vote or action without a meeting. This proxy and power of attorney granted by Founder shall be irrevocable during its term, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Founder with respect to the Shares. Founder authorizes CLCH to file this Irrevocable Proxy and any substitution or revocation with the Corporation so that the existence of this Irrevocable Proxy is given to secure noted on the performance books and records of the duties of the undersigned under the Voting Agreement. The undersigned shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. THIS PROXY AND POWER OF ATTORNEY SHALL BE IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENTCorporation. The power of attorney granted by the undersigned Founder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the undersignedFounder. The proxy and During the effectiveness of this Irrevocable Proxy, CLCH has all the power of attorney granted hereunder shall terminate (i) that Founder would possess with respect to the voting of the Shares or granting of consent as holder of the Shares. Founder hereby ratifies and confirms all acts that such Founder’s proxy will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy. This Irrevocable Proxy is binding on Founder’s heirs, estate, executors, personal representatives, successors, and assigns (including any transferee of any of the Shares, ) to the fullest extent permitted under applicable law. This Irrevocable Proxy shall terminate upon the earlier of the disposition of the Shares by the Founder or the date on which the Founder receives notice from Jxxx Xxxxxxxx and Bxxxx X. Xxxxxx that they beneficially own more than 51% of the outstanding common stock of the Corporation without the assistance of this Irrevocable Proxy and any similar irrevocable proxies granted by other founders of the Corporation on the date upon which the undersigned no longerhereof. Founder has executed this Irrevocable Proxy on ______________, directly or indirectly, beneficially owns such 201__. [Founder] Number of Shares (or any rights thereto); provided that the fact the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise in violation of the terms or conditions of the Voting Agreement, and (ii) with respect to all Shares, upon any termination of the Voting Agreement. DatedCommon Stock Held: [●], 2024 [STOCKHOLDER] By: Name: Title:____________

Proxy and Power of Attorney. The undersignedPursuant to that certain Irrevocable Proxy Agreement by and between the undersigned (a “Founder”) and CLCH, being LLC (“CLCH”) dated June 24, 2013 (the “Agreement”), Founder, holder and owner of ____ the number of shares of common stock of SAExploration Holdings, Inc. (formerly known as Trio Merger Corp.), a Delaware corporation (the “Corporation”), set forth below (the “Shares”) of the Common Stock of Nxxxxx Industries Ltd.), a Bermuda exempted company (the “Company”) does hereby designates and appoints the Company irrevocably appoint CLCH and any designee of the Company, and each of them individually, its proxies CLCH as Founder’s proxy and attorneys-in-fact, with full power of substitution and resubstitution, to represent and vote the Shares, whether at a meeting of shareholders or act by written any consent during the term of the Voting and Lock-Up Agreement dated as of October 14to any action taken without a meeting, 2024 (the “Voting Agreement”) with respect to any matter presented to the Shares in accordance with the terms hereof and the terms shareholders of the Voting AgreementCorporation for vote or action without a meeting. This proxy and power of attorney granted by Founder shall be irrevocable during its term, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by Founder with respect to the Shares. Founder authorizes CLCH to file this Irrevocable Proxy and any substitution or revocation with the Corporation so that the existence of this Irrevocable Proxy is given to secure noted on the performance books and records of the duties of the undersigned under the Voting Agreement. The undersigned shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and power of attorney. THIS PROXY AND POWER OF ATTORNEY SHALL BE IRREVOCABLE DURING THE TERM OF THE VOTING AGREEMENT, SHALL BE DEEMED TO BE COUPLED WITH AN INTEREST SUFFICIENT IN LAW TO SUPPORT AN IRREVOCABLE PROXY AND POWER OF ATTORNEY AND SHALL REVOKE ANY AND ALL PRIOR PROXIES GRANTED BY THE UNDERSIGNED WITH RESPECT TO THE SHARES WITH REGARD TO ALL VOTES AND ACTIONS DESCRIBED HEREIN AND IN THE VOTING AGREEMENTCorporation. The power of attorney granted by the undersigned Founder herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of the undersignedFounder. The proxy and During the effectiveness of this Irrevocable Proxy, CLCH has all the power of attorney granted hereunder shall terminate (i) that Founder would possess with respect to the voting of the Shares or granting of consent as holder of the Shares. Founder hereby ratifies and confirms all acts that such Founder’s proxy will do or cause to be done by virtue of and within the limitations set forth in this Irrevocable Proxy. This Irrevocable Proxy is binding on Founder’s heirs, estate, executors, personal representatives, successors, and assigns (including any transferee of any of the Shares, ) to the fullest extent permitted under applicable law. This Irrevocable Proxy shall terminate upon the earlier of the disposition of the Shares by the Founder or the date on which the Founder receives notice from Xxxx Xxxxxxxx and Xxxxx X. Xxxxxx that they beneficially own more than 51% of the outstanding common stock of the Corporation without the assistance of this Irrevocable Proxy and any similar irrevocable proxies granted by other founders of the Corporation on the date upon which hereof. Founder has executed this Irrevocable Proxy on June 24, 2013. Signature Name Number of Shares Subject to Proxy Schedule to Exhibit 99.5 Form of Irrevocable Proxy Agreement, Irrevocable Proxy and Power of Attorney Separate Irrevocable Proxy Agreements, each with an Irrevocable Proxy and Power of Attorney in the undersigned no longerform attached as Exhibit B thereto, directly or indirectly, beneficially owns such Shares (or any rights thereto); provided that the fact the undersigned no longer beneficially owns any of such Shares (or any rights thereto) is not otherwise substantially identical in violation all material respects to Exhibit 99.5 have been executed by certain stockholders of the terms or conditions Issuer in favor of the Voting CLCH, LLC. Each Irrevocable Proxy Agreement, Irrevocable Proxy and (ii) with respect Power of Attorney differs from the form attached as Exhibit 99.5 as set forth below: Irrevocable Proxy Agreement: Name of Holder Common Stock Current Warrants Tendered Warrant Shares Xxxx Xxxxxxxxx 1,092,374 2,314,912 231,491 Xxxxx Xxxx 155,250 22,807 2,280 Arnaud Ajdler 155,250 34,211 3,421 Xxxxxxx X. Xxxxxxx 77,626 22,807 2,280 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxx 18,000 171,053 17,105 Xxxxx Xxxxx 18,000 171,053 17,105 Xxxx Xxxxxxxxxx 18,000 171,053 17,105 Irrevocable Proxy and Power of Attorney: Name of Founder/Signatory Number of Shares of Common Stock Subject to all Shares, upon any termination of the Voting Agreement. Dated: [●], 2024 [STOCKHOLDER] By: Name: Title:Proxy Xxxx Xxxxxxxxx 1,092,374 Xxxxx Xxxx 155,250 Arnaud Ajdler 155,250 Xxxxxxx X. Xxxxxxx 77,626 Xxxxx Xxxxx 18,000 Xxxx Xxxxxx 18,000 Xxxxx Xxxxx 18,000 Xxxx Xxxxxxxxxx 18,000