Exhibit 9.2
IRREVOCABLE PROXY
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The undersigned shareholder of Deep Field Technologies, Inc., a New
Jersey corporation (the "Company"), pursuant to the Voting Agreement dated
August 5, 2005 (the "Agreement"), hereby irrevocably (to the extent provided
for in the New Jersey Business Corporation Act) appoints Xxxxxx Xxxxxxx
("Xxxxxxx"), or any other designee of Xxxxxxx, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
re-substitution, to vote and exercise all voting and related rights (to the
full extent that the undersigned is entitled to do so) with respect to the
shares of: (i) the Company Class B Common Stock, $.01 par value per share,
or (ii) the Company Class A Common Stock, no par value per share, that are
beneficially owned or may be beneficially owned anytime in the future by the
undersigned (collectively, the "Shares") in accordance with the terms of this
Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any
subsequent proxies with respect to the Shares.
The term of this Irrevocable Proxy shall commence on August 5, 2005 and
terminate on August 4, 2015.
The attorneys and proxies named above, and each of them are hereby
authorized and empowered by the undersigned, to act as the undersigned's
attorney and proxy to vote the Shares, and to exercise all voting and other
rights of the undersigned with respect to the Shares (including, without
limitation, the power to execute and deliver written consents pursuant to the
New Jersey Business Corporation Act), at every annual, special or adjourned
meeting of the shareholders of the Company and in every written consent in
lieu of such meeting.
All authority herein conferred shall survive the death or incapacity of
the undersigned and any obligation of the undersigned hereunder shall be
binding upon the heirs, personal representatives, successors and assigns of
the undersigned.
This Irrevocable Proxy shall terminate only upon the written consent of
Xxxxxx Xxxxxxx or as set forth in the Agreement.
Dated: August 5, 2005 Name: Xxxx Xxxxxx
By: /s/ Xxxx Xxxxxx
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(Signature of Shareholder)
