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Irrevocable Proxy and Power of Attorney Sample Contracts

Standard Contracts

IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • June 7th, 2006 • Grace Oliver R Jr • Cable & other pay television services

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, among, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and each of the persons whose names are set forth on the signature page hereof (each, a "Stockholder," and together with CNI, the "Parties"). Capitalized terms used herein shall have the meaning assigned to them in the Subscription Agreement (as defined below), save as otherwise provided herein or unless the context otherwise requires.

FORM OF IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • June 7th, 2006 • Grace Oliver R Jr • Cable & other pay television services

IRREVOCABLE PROXY AND POWER OF ATTORNEY (the "Proxy and Power of Attorney"), dated as of December 1, 2004, between, Columbus Nova Investments VIII Ltd., a Bahamas company ("CNI"), and the person whose name is set forth on the signature page hereof (the "Stockholder," and together with CNI, the "Parties"). Capitalized terms used herein shall have the meaning assigned to them in the Subscription Agreement (as defined below), save as otherwise provided herein or unless the context otherwise requires.

IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • May 14th, 2021 • New Beginnings Acquisition Corp. • Blank checks • Delaware

This IRREVOCABLE PROXY AND POWER OF ATTORNEY (this “Proxy Agreement”) is entered into as of March 8, 2021, by and among SoftBank Group Capital Limited, a private limited company incorporated in England and Wales (“SBGC”), and New Beginnings Acquisition Corp., a Delaware corporation (the “Parent”). Each of SBGC and Parent may hereinafter be referred to as a “Party” and collectively as the “Parties”. Reference is made to the Business Combination Agreement (the “BCA”), dated as of March 8, 2021, by and among Airspan Networks Inc. (the “Company”), Parent and Artemis Merger Sub Corp., a Delaware corporation, as well as the Stockholders Agreement, by and among Parent and the stockholders party thereto, including SBGC, to be executed simultaneous with the consummation of the transactions contemplated by the BCA (the “Stockholders Agreement”). SBGC and its respective affiliates are collectively referred to herein collectively as “SoftBank”.

Irrevocable Proxy and Power of Attorney
Irrevocable Proxy and Power of Attorney • January 6th, 2025 • Lipella Pharmaceuticals Inc. • Pharmaceutical preparations

Pursuant to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation (the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”), dated as of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”), dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue to Spartan up to 1,050,000 shares (“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion Shares”) of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) in consideration for advisory and consultant services that have been and will be rendered by Spartan and (ii) placement agent agreement, dated December 5, 2024, as amended the Amendment, by and bet

IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • October 1st, 2021 • ACON S2 Acquisition Corp. • Miscellaneous electrical machinery, equipment & supplies • Delaware

This IRREVOCABLE PROXY AND POWER OF ATTORNEY (this “Proxy Agreement”) is entered into as of September 30, 2021, by and among SB Energy Global Holdings One Ltd. (“SoftBank”), ACON S2 Acquisition Corp. (the “Company”), ESS Tech, Inc. (“ESS”), and the Secretary of the Company (the “Proxyholder”). Each of SoftBank, ESS, the Proxyholder and the Company may hereinafter be referred to as a “Party” and collectively as the “Parties.” SoftBank and its respective affiliates are collectively referred to herein as “SoftBank.” The Proxyholder shall initially be Amir Moftakhar. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Letter Agreement (as defined below).

IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • June 7th, 2006 • Grace Oliver R Jr • Cable & other pay television services
IRREVOCABLE PROXY AND POWER OF ATTORNEY
Irrevocable Proxy and Power of Attorney • November 1st, 2021 • SB Global Advisers LTD • Blank checks • Delaware

This IRREVOCABLE PROXY AND POWER OF ATTORNEY (this “Proxy Agreement”) is entered into as of October 20, 2021, by and among SoftBank Group Corp., a Japanese kabushiki kaisha, SB WW Holdings (Cayman) Limited, a Cayman Islands exempted company with limited liability, SVF II WW (DE) LLC, a Delaware limited liability company, and BowX Acquisition Corp., a Delaware corporation (the “Company”). Reference is made to the Agreement and Plan of Merger (“Merger Agreement”), dated March 25, 2021, by and among the Company, BowX Merger Subsidiary Corp., a Delaware corporation, and WeWork Inc., a Delaware corporation. Certain capitalized terms used in this Proxy Agreement are defined in Section 1(d).