STEM CELL ASSURANCE, INC. SHAREHOLDER AGREEMENT AND IRREVOCABLE PROXY
EXECUTION COPY
This Shareholder Agreement and Irrevocable Proxy is by and between Xxxxxx XxXxxxxxx (“XxXxxxxxx”) and Xxxx Xxxxxxx (“Xxxxxxx”). XxXxxxxxx and Xxxxxxx agree that the 41,034,483 shares of common stock, par value $.001 per share (the “Common Stock”), of Stem Cell Assurance, Inc. (the “Company”) owned by XxXxxxxxx and any and all shares of capital stock issued in connection with a dividend, stock split, recapitalization or similar transaction, and any and all other shares of capital stock of the Company hereafter acquired by XxXxxxxxx (collectively, the “Shares”), shall be voted as determined by Xxxxxxx.
XxXxxxxxx hereby appoints Xxxxxxx her attorney and proxy, with full power of substitution, in the name and stead of XxXxxxxxx, to vote as proxy all of the Shares at any and all meetings of the stockholders of the Company, including any adjournments or postponements thereof, and/or in any and all written consents in lieu of a meeting of stockholders, in such manner as Xxxxxxx may determine in his sole discretion.
The foregoing irrevocable proxy is hereby declared to be irrevocable and to be a power coupled with an interest that shall survive the death, disability, incompetence or bankruptcy of XxXxxxxxx.
This Shareholder Agreement and Irrevocable Proxy shall expire three (3) years from the date hereof and shall be binding upon the legal representatives, successors and assigns of XxXxxxxxx.
This Shareholder Agreement and Irrevocable Proxy may only be amended by a writing executed by the parties.
Dated: January 20, 2011
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/s/ Xxxxxx XxXxxxxxx
Xxxxxx XxXxxxxxx
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx