Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the a stockholder designated by the Board, and a designee of the Selling Stockholders, and each of them, with full power of substitution, with respect to votes under Section 1 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (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 party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize such designee to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 5.2 is given in consideration of the agreements and covenants of the Company and the parties 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 or expires pursuant to Section 8 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein.

Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the a stockholder designated by [President of the BoardCompany], and a designee of the Selling StockholdersInvestors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes under regarding the size and composition of the Board pursuant to Section 1 1, votes to increase authorized shares pursuant to Section ‎2 hereof and votes regarding any Sale of the Company pursuant to Section 3 ‎3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (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 party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize such designee [the President of the Company] to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 5.2 4.2 is given in consideration of the agreements and covenants of the Company and the parties 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 or expires pursuant to Section 8 ‎6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 ‎6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein.. The power of attorney granted in this Section 4.2 is not intended to be a CPOA. The execution of this Agreement shall not terminate any CPOA granted by a Shareholder previously and this power of attorney shall not be terminated by the execution by a Shareholder of a CPOA in the future. "

Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the a stockholder designated by President of the Board, Company and a designee of the Selling StockholdersInvestor Majority, and each of them, with full power of substitution, with respect to votes under the matters set forth in this Agreement, including without limitation, election of persons as members of the Board in accordance with Section 1 hereof and votes regarding any Sale of the Company to increase authorized shares pursuant to Section 3 8 hereof, and hereby authorizes each of them to represent and to vote, if and only if the party (ia) fails to vote, vote or (iib) 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 party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, of this Agreement Section 8 hereof or to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize such designee to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five business days of a request by the Company8 hereof. Each of the proxy and power of attorney granted pursuant to this Section 5.2 the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties 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 or expires pursuant to Section 8 4 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 4 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein. Notwithstanding anything herein to the contrary, the provisions of this Section 3 shall not be applicable to any Stockholder advised or subadvised by Fidelity Management & Research Company, or one of its Affiliates.”

Proxy and Power of Attorney. Each party to this Agreement The undersigned hereby constitutes appoints, and appoints shall appoint in the future upon request, the then-current Chief Executive Officer of the Company (the “CEO”), as the proxies of undersigned’s true and lawful irrevocable proxy and attorney-in-fact, with the party power to act alone and hereby grants a power of attorney to the a stockholder designated by the Board, and a designee of the Selling Stockholders, and each of them, with full power of substitution, with respect substitution to votes under Section 1 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (i) fails vote the Shares consistently with the majority of the Company’s shares of Common Stock, (ii) give and receive notices and communications relating to votethe Shares, (iii) execute any instrument or document that relates to (a) the voting of the Shares, (b) the custody of the Shares, (c) the reorganization of the Shares into a special-purpose vehicle or other entity designed to aggregate the Shares or (d) any similar matter, and (iv) take all such actions necessary or appropriate, as reasonably determined by the CEO, to effectuate any of the foregoing clauses (i), (ii), or (iiiii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is inconsistent with the terms of under this Agreement, all of such party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this AgreementSection 9. The power of attorney granted hereunder shall authorize such designee to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five business days of a request by the Company. Each of the proxy and power of attorney granted by the undersigned pursuant to this Section 5.2 9 are coupled with an interest. Such proxy and power of attorney will be irrevocable. The proxy and power of attorney, so long as the undersigned is given in consideration an individual, will survive the death, incompetency and disability of the agreements undersigned and, so long as the undersigned is an entity, will survive the merger or reorganization of the undersigned. The CEO is an intended third-party beneficiary of this Section 9 and covenants has the right, power, and authority to enforce the provisions hereof as though he or she was a party hereto. Additionally: Other than with respect to the gross negligence or willful misconduct of the CEO, in his or her capacity as the undersigned’s true and lawful irrevocable proxy and attorney-in-fact pursuant to this Section 9 (collectively, the “Proxy”), the Proxy will not be liable for any act done or omitted in his, her or its capacity as irrevocable proxy and attorney-in-fact of the undersigned pursuant to this Agreement while acting in good faith, and any act done or omitted pursuant to the written advice of outside counsel will be conclusive evidence of such good faith. The Proxy has no duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations, or liabilities on behalf of the undersigned otherwise exist against the Proxy. Notwithstanding Section 8 of this Agreement, the undersigned shall indemnify, defend and hold harmless the Proxy from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expenses of document location, duplication and shipment) (collectively, “Proxy Losses”) arising out of or in connection with any act done or omitted in the Proxy’s capacity pursuant to this Section 9, in each case as such Proxy Losses are suffered or incurred; provided, that in the event that any such Proxy Losses are finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Proxy, the Company shall reimburse the undersigned the amount of such indemnified Proxy Losses to the extent attributable to such gross negligence or willful misconduct (provided that the Proxy’s aggregate liability hereunder shall in no event exceed the aggregate subscription amount). In no event will the Proxy be required to advance his, her or its own funds on behalf of the undersigned or otherwise. The undersigned acknowledges and agrees that the foregoing indemnities will survive the resignation or removal of the Proxy. A decision, act, consent, or instruction of the Proxy, in his, her, or its scope as the undersigned’s irrevocable proxy or attorney-in-fact, constitutes a decision of the undersigned and is final, binding, and conclusive upon the undersigned. The Company, stockholders of the Company and any other third party may rely upon any decision, act, consent or instruction of the parties Proxy as being the decision, act, consent or instruction of the undersigned. The Company, stockholders of the Company are hereby relieved from any liability to any person for any acts done by them in connection accordance with such decision, act, consent, or instruction of the transactions contemplated by this Agreement andProxy. The undersigned agrees that if he/she/it wishes to transfer, sell, hypothecate or otherwise assign any Shares, the undersigned hereby agrees to require, as sucha condition of such action, each is coupled with an interest that the counterparty or counterparties thereto must enter into a proxy and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 8 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 hereof, purport to grant any other proxy or power of attorney with respect substantially identical to his Proxy. The undersigned agrees to permit an appropriate legend on certificates evidencing the Shares or any transfer books or related documentation of ownership reflecting the grant of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters Proxy as set forth hereinin this Section 9.

Proxy and Power of Attorney. Each party to this Agreement Investor. Investor hereby constitutes and appoints as the proxies of the party its irrevocable proxy and hereby grants a power of attorney to the a stockholder designated by the Board, and a designee President of the Selling StockholdersCompany and an executive officer of the Company, and each of them, with full power of substitution, with respect to votes under voting in favor of the Corporate Actions in accordance with Section 1 hereof hereto and votes regarding any Sale of the Company to increase authorized shares pursuant to Section 3 2 hereof, and hereby authorizes each of them to represent and vote, if and only if the party such shareholder (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 party’s Shares in favor of the election of persons as members of the Board determined pursuant to and Corporate Actions in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, Section 2 of this Agreement or to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize such designee to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five business days of a request by the Companyforegoing. Each of the proxy and power of attorney granted pursuant to this Section 5.2 the immediately preceding sentence is given in consideration of the agreements and covenants of the Company and the parties 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 or expires pursuant to Section 8 hereofirrevocable. Each party hereto Investor hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein.. The provisions of this Section 3.2 shall terminate upon the earlier to occur of (x) November 15, 2016 and (y) the Closing Date (as defined in the Purchase Agreement) (the “Investor Termination Date”). CPAM: 9910021.10 EXHIBIT E

Proxy and Power of Attorney. Each party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the a stockholder designated by [President of the BoardCompany], and a designee of the Selling StockholdersInvestors, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes under regarding the size and composition of the Board pursuant to Section 1 1, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Sale of the Company pursuant to Section 3 hereof, and hereby authorizes each of them to represent and vote, if and only if the party (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 party’s Shares in favor of the election of persons as members of the Board determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, of this Agreement or to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize such designee [the President of the Company] to execute and deliver the documentation referred to in Section 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Company. Each of the proxy and power of attorney granted pursuant to this Section 5.2 4.2 is given in consideration of the agreements and covenants of the Company and the parties 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 or expires pursuant to Section 8 6 hereof. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 6 hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein.herein.]23

Proxy and Power of Attorney. Each party to this Agreement Shareholder hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the a stockholder Chief Executive Officer of the Company, and to an individual designated by the BoardXxxx Investors, and a designee of should the Selling Stockholders, and each of themneed arise, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes under regarding the size and composition of the Board pursuant to Section 1 hereof 1.1 and votes regarding any Drag-Along-Sale of the Company pursuant to Section 3 2.2 hereof, and . Each Shareholder hereby authorizes each of them such individual to represent and vote, if and only if the party (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 party’s Shares in favor of the election of persons as members of the Board or to approve a Drag-Along Sale, in each case, determined pursuant to and in accordance with the terms and provisions of this Agreement or the increase of authorized shares or approval of any Sale of the Company pursuant to and in accordance with the terms and provisions of Sections 1 and 3, respectively, of this Agreement or otherwise to take any action reasonably necessary to effect Sections 1 and 3, respectively, of this Agreement. The power of attorney granted hereunder shall authorize the Chief Executive Officer of the Company or such designee of the Xxxx Investors to execute and deliver the documentation referred to in Section 3.2(c) 2.2 on behalf of any party failing to do so within five (5) business days of a request by the CompanyCorporation or the Xxxx Investors. Each of the proxy and power of attorney granted pursuant to this Section 5.2 3 is given in consideration of the agreements and covenants of the Company and the parties 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 or expires pursuant to Section 8 hereofits terms. Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 8 the terms hereof, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the 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 Shares, in each case, with respect to any of the matters set forth herein. 4.