Common use of Irrevocable Power of Attorney Clause in Contracts

Irrevocable Power of Attorney. Each Company Shareholder hereby irrevocably and unconditionally grants to, and appoints, in the event that such Company Shareholder shall for whatever reason fail to perform any of its obligations under Section 3.1, the Company and any individual designated in writing by the Company, and each of them individually, as such Company Shareholder’s lawful attorney and proxy (with full power of substitution), for and in the name, place and stead of such Company Shareholder, to vote the Subject Shares, or grant a written consent or approval or approve a written resolution in respect of the Subject Shares in a manner consistent with Section 3.1 (the “Irrevocable Power of Attorney”), and execute, deliver and take on each such Company Shareholder’s behalf and in the name of such Company Shareholder, all deeds, documents, and steps necessary for obtaining the Company Recapitalization Approval, Company Conversion Approval, Company Closing Approval and the Other Company Approvals as contemplated in Section 3.1. Each Company Shareholder understands and acknowledges that BSAQ and the Company are entering into the Business Combination Agreement in reliance upon such Company Shareholder’s execution and delivery of this Agreement. Each Company Shareholder hereby affirms that the Irrevocable Power of Attorney is given in connection with the execution of the Business Combination Agreement, and that such irrevocable power of attorney is given to secure the performance of the duties of such Company Shareholder under this Agreement. Each Company Shareholder hereby further affirms that the Irrevocable Power of Attorney is coupled with a proprietary interest of the Company and may under no circumstances be revoked. Each Company Shareholder hereby ratifies and confirms all that the Irrevocable Power of Attorney may lawfully do or cause to be done by virtue hereof. The Irrevocable Power of Attorney granted hereunder shall only terminate upon the termination of this Agreement. Promptly upon the written request of the Company or BSAQ, each Shareholder shall duly execute and deliver a separate proxy instrument, in form and substance reasonably satisfactory to the Company, making specific reference to the Company Recapitalization Approval, Company Conversion Approval, Company Closing Approval and the Other Company Approvals, as applicable.

Irrevocable Power of Attorney. Each Company Shareholder Sponsor Party hereby irrevocably and unconditionally grants to, and appoints, in the event that such Company Shareholder Sponsor Party shall for whatever reason fail to perform any of its obligations under Section 3.1, the Company BSAQ and any individual designated in writing by the CompanyBSAQ, and each of them individually, as such Company ShareholderSponsor Party’s lawful attorney and proxy (with full power of substitution), for and in the name, place and stead of such Company ShareholderSponsor Party, to vote the Subject Shares, or grant a written consent or approval or approve a written resolution in respect of the Subject Shares in a manner consistent with Section 3.1 (the “Irrevocable Power of Attorney”), and execute, deliver and take on each such Company ShareholderSponsor Party’s behalf and in the name of such Company ShareholderSponsor Party, all deeds, documents, and steps necessary for obtaining the Company Recapitalization Approval, Company Conversion Approval, Company Closing BSAQ Shareholder Approval and the Other Company BSAQ Approvals as contemplated in Section 3.1. Each Company Shareholder Sponsor Party understands and acknowledges that BSAQ and the Company are entering into the Business Combination Agreement in reliance upon such Company ShareholderSponsor Party’s execution and delivery of this Agreement. Each Company Shareholder Sponsor Party hereby affirms that the Irrevocable Power of Attorney is given in connection with the execution of the Business Combination Agreement, and that such irrevocable power of attorney is given to secure the performance of the duties of such Company Shareholder Sponsor Party under this Agreement. Each Company Shareholder Sponsor Party hereby further affirms that the Irrevocable Power of Attorney is coupled with a proprietary interest of the Company BSAQ and may under no circumstances be revoked. Each Company Shareholder Sponsor Party hereby ratifies and confirms all that the Irrevocable Power of Attorney may lawfully do or cause to be done by virtue hereof. The Irrevocable Power of Attorney granted hereunder shall only terminate upon the termination of this Agreement. Promptly upon the written request of the Company or BSAQ, each Shareholder Sponsor Party shall duly execute and deliver a separate proxy instrument, in form and substance reasonably satisfactory to the CompanyBSAQ, making specific reference to the Company Recapitalization Approval, Company Conversion Approval, Company Closing BSAQ Shareholder Approval and the Other Company BSAQ Approvals, as applicable.