Irrevocable Proxy Sample Contracts

Solitron Devices Inc – Irrevocable Proxy (October 15th, 2018)

FOR AND IN CONSIDERATION OF being deemed an "Exempt Person" in accordance with the process set forth in Section 28 and the definition of "Exempt Person" set forth in Section 1.7 of the Rights Agreement, dated as of May 12, 2017, entered into between Solitron Devices, Inc. (the "Company") and Continental Stock Transfer & Trust Company, the undersigned hereby agrees as follows:

Irrevocable Proxy Pursuant to Amended and Restated Coordination Agreement (June 11th, 2018)

This Irrevocable Proxy is being given to the Investors pursuant to Section 2.5(a) of the Amended and Restated Coordination Agreement, dated May 31, 2018, by and among Sankaty Champion Holdings, LLC, a Delaware limited liability company, Sankaty Credit Opportunities IV, L.P., a Delaware limited partnership, Centerbridge Capital Partners, L.P., a Delaware limited partnership, Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership, Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership, CCP Champion Investors, LLC, a Delaware limited liability company, MAK Champion Investment LLC, a Delaware limited liability company and MAK-ro Capital Master Fund LP, a Cayman Islands limited partnership (the "Coordination Agreement") and Section 609 of the New York Business Corporation Law. Any terms not defined herein shall have this meaning given to such terms in the Coordination Agreement.

CB Pharma Acquisition Corp. – Form of Irrevocable Proxy to Vote Common Stock of Hightimes Holding Corp. And Related Issuer (December 29th, 2017)

This Irrevocable Proxy is being issued pursuant to in an agreement between the Company and the Security Holder, dated of even date herewith (the "Agreement"). Unless otherwise defined herein, all capitalized terms, when used herein shall have the same meaning as they are defined in the Agreement.

Irrevocable Proxy (November 17th, 2017)

The undersigned stockholders ("Stockholders") of AutoWeb, Inc., a Delaware corporation ("Company"), hereby irrevocably appoint and constitute Jeffrey H. Coats, Kimberly Boren and Glenn E. Fuller for as long as they are officers and/or employees of the Company (collectively, the "Proxyholders"), and each of them individually, the agents, attorneys-in-fact and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to all Excess Shares (as defined in that certain Tax Benefit Preservation Plan Exemption Agreement dated as of November 15, 2017 ("Exemption Agreement")) beneficially owned by the Stockholders (including any Excess Shares acquired by any Stockholder on or after the date hereof and before the date this proxy terminates) to vote the Excess Shares as follows: the Proxyholders named above, or each of them individually, are empowered at any time before termination of this proxy to exercise all votin

Sea Ltd – IRREVOCABLE PROXY Sea Limited (September 22nd, 2017)

THIS IRREVOCABLE PROXY (this Proxy), dated as of September 1, 2017, is entered into by and between Mr. Xiaodong Li, a Singapore citizen (the Founder), on the one hand, and Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, and Tencent Growthfund Limited, a Cayman Islands exempted company (the three Tencent entities are collectively referred to as the Tencent Parties, and each, a Tencent Party), on the other hand.

Sea Ltd – IRREVOCABLE PROXY Sea Limited (September 1st, 2017)

THIS IRREVOCABLE PROXY (this Proxy), dated as of September 1, 2017, is entered into by and between Mr. Xiaodong Li, a Singapore citizen (the Founder), on the one hand, and Tencent Holdings Limited, a Cayman Islands exempted company, Tencent Limited, a British Virgin Islands business company, and Tencent Growthfund Limited, a Cayman Islands exempted company (the three Tencent entities are collectively referred to as the Tencent Parties, and each, a Tencent Party), on the other hand.

Support Agreement and Irrevocable Proxy (March 17th, 2017)

This Support Agreement and Irrevocable Proxy (this "Agreement") is entered into as of March 16, 2017, by and between HITACHI CHEMICAL CO. AMERICA, LTD., a New York corporation ("Purchaser"), and the undersigned stockholder ("Stockholder") of CALADRIUS BIOSCIENCES, INC., a Delaware corporation (the "Company"). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase Agreement shall control.

Support Agreement and Irrevocable Proxy (March 17th, 2017)

This Support Agreement and Irrevocable Proxy (this "Agreement") is entered into as of March 16, 2017, by and between HITACHI CHEMICAL CO. AMERICA, LTD., a New York corporation ("Purchaser"), and the undersigned stockholder ("Stockholder") of CALADRIUS BIOSCIENCES, INC., a Delaware corporation (the "Company"). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Purchase Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Purchase Agreement, then the provisions of the Purchase Agreement shall control.

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholder ("Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholder ("Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between Delek US Holdings, Inc., a Delaware corporation ("Parent") and Alon USA Energy, Inc., a Delaware corporation (the "Company" and, collectively with Parent, the "Parties" and each, a "Party").

Delek US Holdings – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholder ("Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Delek US Holdings – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between Delek US Holdings, Inc., a Delaware corporation ("Parent") and Alon USA Energy, Inc., a Delaware corporation (the "Company" and, collectively with Parent, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholders (collectively referred to herein as "Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Delek US Holdings – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholders (collectively referred to herein as "Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholder ("Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholders (collectively referred to herein as "Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between the undersigned stockholders (collectively referred to herein as "Stockholder") and Delek US Holdings, Inc., a Delaware corporation ("Parent" and, collectively with Stockholder, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between Delek US Holdings, Inc., a Delaware corporation ("Parent") and Alon USA Energy, Inc., a Delaware corporation (the "Company" and, collectively with Parent, the "Parties" and each, a "Party").

Alon USA – Voting, Irrevocable Proxy and Support Agreement (January 3rd, 2017)

This Voting, Irrevocable Proxy and Support Agreement (this "Agreement"), dated as of January 2, 2017, is by and between Delek US Holdings, Inc., a Delaware corporation ("Parent") and Alon USA Energy, Inc., a Delaware corporation (the "Company" and, collectively with Parent, the "Parties" and each, a "Party").

Forest City Realty Trust, Inc. – Irrevocable Proxy (December 6th, 2016)

This IRREVOCABLE PROXY (this Irrevocable Proxy), is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the Company), and RMS, Limited Partnership, an Ohio limited partnership (RMS). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.

Forest City Realty Trust, Inc. – Irrevocable Proxy (December 6th, 2016)

This IRREVOCABLE PROXY (this Irrevocable Proxy), is made and entered into as of December 5, 2016, by and between Forest City Realty Trust, Inc., a Maryland corporation (the Company), and RMS, Limited Partnership, an Ohio limited partnership (RMS). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.

Manhattan Scients – Imagion Biosystems Inc., Irrevocable Proxy (December 1st, 2016)
Naprodis, Inc. – Addendum to Irrevocable Proxy (January 29th, 2016)

WHEREAS: The undersigned as a shareholder of Sibannac, Inc. has granted this Proxy coupled with an interest, being pledge of shares of Sibannac, Inc. pursuant to that certain Pledge and Security Agreement dated as of June 30, 2015, given by the undersigned to Sibannac, Inc. (the "Pledge Agreement")

Irrevocable Proxy (August 24th, 2015)

This IRREVOCABLE PROXY (this Irrevocable Proxy), is made and entered into as of August 23, 2015, by and between Hubbell Incorporated, a Connecticut corporation (the Company), and the Bessemer Trust Company, N.A., in its capacity as trustee (together with any successors as trustee, the Trustee) of the Roche Trust and the Hubbell Trust (together with the Roche Trust, the Trusts). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.

Irrevocable Proxy (August 24th, 2015)

This IRREVOCABLE PROXY (this Irrevocable Proxy), is made and entered into as of August 23, 2015, by and between Hubbell Incorporated, a Connecticut corporation (the Company), and the Bessemer Trust Company, N.A., in its capacity as trustee (together with any successors as trustee, the Trustee) of the Roche Trust and the Hubbell Trust (together with the Roche Trust, the Trusts). Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Reclassification Agreement.

Pyxis Tankers Inc. – Irrevocable Proxy (August 6th, 2015)

This Irrevocable Proxy (this "Proxy") is entered into and delivered as of April 7, 2015, by Michael Onghai (the "Stockholder") of LookSmart, Ltd., a Delaware corporation ("LS"), in favor of Pyxis Tankers Inc., a Marshall Islands corporation ("Pyxis").

XCel Brands, Inc. – Asset Purchase Agreement by and Among Xcel Brands, Inc. C Wonder Licensing, Llc, (July 17th, 2015)

This ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of July 16, 2015, by and among Xcel Brands, Inc., a Delaware corporation ("Xcel"), C Wonder Licensing, LLC, a Delaware limited liability company and wholly owned subsidiary of Xcel ("CWL" and together with Xcel, the "Buyers"), Burch Acquisition, LLC, a Delaware limited liability company (the "Seller"), and, solely for the purposes of Sections 6.6, 7.9 and 12.1, J. Christopher Burch ("JC Burch"). The Seller and Buyers are referred to herein each individually as a "Party," and collectively as the "Parties."

XCel Brands, Inc. – Voting Agreement (July 17th, 2015)

THIS VOTING AGREEMENT (this "Agreement"), dated as of [ _______ ], 2015, is made by and between Xcel Brands, Inc., a Delaware corporation, and its successors and/or assigns (the "Company") and Burch Acquisition, LLC, a Delaware limited liability company (the "Seller").

Uplift Nutrition, Inc. – Irrevocable Proxy and Lock-Up (June 12th, 2015)

This proxy is irrevocable, is coupled with an interest and is granted in connection with undersigned's acquisition of the Shares. This proxy shall expire at 11:59 PM EST on the date (the "Expiration Time"), three (3) business days following the date a Current Report on Form 8-K of the Company is filed with the United States Securities and Exchange Commission by the Company disclosing that the Company has closed on an acquisition (the "Acquisition") of a business (whether such Acquisition is effectuated through the Company's acquisition of assets, securities, a combination of assets and securities or otherwise), and such other required Form 10 type information.

Aurios Inc. – IRREVOCABLE PROXY, AMENDMENT #1 (Coupled With an Interest) AURIOS INC. (April 28th, 2015)

The stockholders represented herein (the "Stockholders") appoint Andrew M. Ling and/or Gary Pryor (the "Proxy Holders") proxy with the power of substitution to vote all shares of Common Stock entitled to be voted by the Stockholders at any annual meeting or special meeting of the stockholders of Aurios Inc. or as a result of a solicitation by Aurios Inc. or its management or any third party of a written consent by stockholders in lieu of an annual meeting or special meeting. This proxy is irrevocable, is coupled with an interest in that it has been executed in conjunction with the execution and delivery to iPayMobil, Inc. of that certain Debt Settlement and Stock Issuance Agreement filed on May 7, 2014 (the "Agreement"), and will last until the completion of the reverse merger transaction contemplated by Section 1.5 of the Agreement or December 31, 2015 (the amended date), whichever comes first. This proxy is meant to comply with Chapter 7, Article 2, Section 10-722 of the Arizona Revi

Irrevocable Proxy (April 23rd, 2015)

This Irrevocable Proxy (this "Proxy") is entered into and delivered as of _____, 2015, by _________ (the "Stockholder") of LookSmart, Ltd., a Delaware corporation ("LS"), in favor of Pyxis Tankers Inc., a Marshall Islands corporation ("Pyxis").

Energy Partners, Ltd. – SECOND LIEN PLEDGE AND SECURITY AGREEMENT and Irrevocable Proxy (March 18th, 2015)

This SECOND LIEN PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY, dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Security Agreement"), is entered into by EPL Oil & Gas, Inc., a Delaware corporation ("EPL"), and each Subsidiary Guarantor party hereto on the date hereof or that becomes a party hereto after the date hereof (EPL and each such Subsidiary Guarantor from time to time a party hereto, collectively, the "Grantors" and each, individually, a "Grantor"), in favor of Energy XXI Gulf Coast, Inc., a Delaware corporation, (together with any successor(s) and assign(s) thereto, the "Lender").

Energy Xxi [Bermuda] Limited – SECOND LIEN PLEDGE AND SECURITY AGREEMENT and Irrevocable Proxy (March 18th, 2015)

This SECOND LIEN PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY, dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Security Agreement"), is entered into by EPL Oil & Gas, Inc., a Delaware corporation ("EPL"), and each Subsidiary Guarantor party hereto on the date hereof or that becomes a party hereto after the date hereof (EPL and each such Subsidiary Guarantor from time to time a party hereto, collectively, the "Grantors" and each, individually, a "Grantor"), in favor of Energy XXI Gulf Coast, Inc., a Delaware corporation, (together with any successor(s) and assign(s) thereto, the "Lender").

Energy Xxi [Bermuda] Limited – SECOND LIEN PLEDGE AND SECURITY AGREEMENT and Irrevocable Proxy (March 18th, 2015)

This SECOND LIEN PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, this "Security Agreement") is entered into by ENERGY XXI GULF COAST, INC., a Delaware corporation (the "Company"), and each SUBSIDIARY GUARANTOR (as defined in the Indenture hereinafter described) party hereto on the date hereof or that becomes a party hereto after the date hereof pursuant to Section 7.11 (the Company and each such Subsidiary Guarantor from time to time party hereto, collectively, the "Grantors" and each, individually, a "Grantor"), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Trustee (as defined in the Indenture hereinafter described) for the ratable benefit of the Secured Parties (as defined below).