Common use of Proxy; Reliance Clause in Contracts

Proxy; Reliance. The Shareholder hereby revokes any and all prior proxies or powers of attorney in respect of any of the Shareholder’s Shares and constitutes and appoints Xxxxx X. Greenhouse and Xxxxxx X. Xxxxx, with full power of substitution and resubstitution, at any time during the Term, as its true and lawful attorney and proxy (its “Proxy”), for and in its name, place and stead, to vote each of such Shares as its Proxy in favor of the matters set forth in Section 1.1, at every annual, special, adjourned or postponed meeting of the shareholders of the Company, including the right to sign its name (as shareholder) to any consent, certificate or other document relating to the Company that the Nevada General Corporation Law may permit or require as provided in Section 1.1, solely with respect to the matters set forth in Section 1.1, and in the manner contemplated by this Section 1.3. If the Shareholder fails for any reason to be counted as present or to vote (including by written consent, if applicable) such Shareholder’s Shares in accordance with the requirements of Section 1.1 above (or anticipatorily breaches such section), then the Proxy shall have the right to cause to be present or vote such Shareholder’s Shares in accordance with the provisions of Section 1.1. THE FOREGOING PROXY AND POWER OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM.