Common use of Proxy and Power of Attorney Clause in Contracts

Proxy and Power of Attorney. Each Shareholder hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer of the Company, and to an individual designated by the Xxxx Investors, should the need arise, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the size and composition of the Board pursuant to Section 1.1 and votes regarding any Drag-Along-Sale pursuant to Section 2.2 hereof. Each Shareholder hereby authorizes each 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 and otherwise to take any action reasonably necessary to effect 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 2.2 on behalf of any party failing to do so within five (5) business days of a request by the Corporation or the Xxxx Investors. Each of the proxy and power of attorney granted pursuant to this Section 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 its 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 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.

Proxy and Power of Attorney. Each Shareholder party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer [President of the Company], and to an individual designated by a designee of the Xxxx Selling Investors, should the need ariseand each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the size and composition of the Board pursuant to Section 1.1 1, votes to increase authorized shares pursuant to Section ‎2 hereof and votes regarding any Drag-Along-Sale of the Company pursuant to Section 2.2 ‎3 hereof. Each Shareholder , and hereby authorizes each such individual 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 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 otherwise in accordance with the terms and provisions of this Agreement or to take any action reasonably necessary to effect this Agreement. The power of attorney granted hereunder shall authorize [the Chief Executive Officer President of the Company or such designee of the Xxxx Investors Company] to execute and deliver the documentation referred to in Section 2.2 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Corporation or the Xxxx InvestorsCompany. Each of the proxy and power of attorney granted pursuant to this Section 3 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 its termsto Section ‎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 the terms Section ‎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. 4.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 Shareholder party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer of the Company, and to an individual a stockholder designated by the Xxxx InvestorsBoard, should and a designee of the need ariseSelling Stockholders, and each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the size and composition of the Board pursuant to under Section 1.1 1 hereof and votes regarding any Drag-Along-Sale of the Company pursuant to Section 2.2 3 hereof. Each Shareholder , and hereby authorizes each such individual 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 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 otherwise 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 the Chief Executive Officer of the Company or such designee of the Xxxx Investors to execute and deliver the documentation referred to in Section 2.2 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Corporation or the Xxxx InvestorsCompany. Each of the proxy and power of attorney granted pursuant to this Section 3 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 its termsto 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 the terms 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. 4.

Proxy and Power of Attorney. Each Shareholder Investor. Investor hereby constitutes and appoints as the proxies of the party its irrevocable proxy and hereby grants a power of attorney to the Chief Executive Officer President of the Company and an executive officer of the Company, and to an individual designated by the Xxxx Investors, should the need ariseeach of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the size and composition voting in favor of the Board Corporate Actions in accordance with Section 1 hereto and votes to increase authorized shares pursuant to Section 1.1 2 hereof, and votes regarding any Drag-Along-Sale pursuant to Section 2.2 hereof. Each Shareholder hereby authorizes each such individual 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 Corporate Actions in accordance with the terms and provisions of persons as members this Agreement or the increase of the Board or to approve a Drag-Along Sale, in each case, determined authorized shares pursuant to and in accordance with the terms and provisions of Section 2 of this Agreement and otherwise or to take any action reasonably necessary to effect 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 2.2 on behalf of any party failing to do so within five (5) business days of a request by the Corporation or the Xxxx Investorsforegoing. Each of the proxy and power of attorney granted pursuant to this Section 3 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 its termsirrevocable. 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 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.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 Shareholder party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer [President of the Company], and to an individual designated by a designee of the Xxxx Selling Investors, should the need ariseand each of them, with full power of substitution, with respect to the matters set forth herein, including, without limitation, votes regarding the size and composition of the Board pursuant to Section 1.1 1, votes to increase authorized shares pursuant to Section 2 hereof and votes regarding any Drag-Along-Sale of the Company pursuant to Section 2.2 3 hereof. Each Shareholder , and hereby authorizes each such individual 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 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 otherwise in accordance with the terms and provisions of this Agreement or to take any action reasonably necessary to effect this Agreement. The power of attorney granted hereunder shall authorize [the Chief Executive Officer President of the Company or such designee of the Xxxx Investors Company] to execute and deliver the documentation referred to in Section 2.2 3.2(c) on behalf of any party failing to do so within five (5) business days of a request by the Corporation or the Xxxx InvestorsCompany. Each of the proxy and power of attorney granted pursuant to this Section 3 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 its termsto Section 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 the terms Section 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. 4.herein.]23

Proxy and Power of Attorney. Each Shareholder party to this Agreement hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney to the Chief Executive Officer President of the CompanyCompany and a designee of the Investor Majority, and to an individual designated by the Xxxx Investors, should the need ariseeach of them, with full power of substitution, with respect to the matters set forth hereinin this Agreement, including, including without limitation, votes regarding the size and composition election of persons as members of the Board in accordance with Section 1 hereof and votes to increase authorized shares pursuant to Section 1.1 8 hereof, and votes regarding any Drag-Along-Sale pursuant to Section 2.2 hereof. Each Shareholder hereby authorizes each such individual 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 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 pursuant to and otherwise in accordance with the terms and provisions of Section 8 hereof or to take any action reasonably necessary to effect 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 2.2 on behalf of any party failing to do so within five (5) business days of a request by the Corporation or the Xxxx Investors8 hereof. Each of the proxy and power of attorney granted pursuant to this Section 3 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 its termsto Section 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 the terms Section 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. 4Notwithstanding 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.”