Proxy and Voting Agreement Sample Contracts

IRREVOCABLE PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • December 11th, 2003 • Kforce Inc • Services-help supply services • Delaware
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PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • November 7th, 2016 • Liberty Expedia Holdings, Inc. • Retail-nonstore retailers • Delaware

This Proxy and Voting Agreement, dated as of November 4, 2016 (this “Agreement”), is by and among Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • June 28th, 2005 • Iac/Interactivecorp • Transportation services • Delaware

THIS PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of June , 2005, is entered into by and between ServiceMagic, Inc., a Delaware corporation (“Parent”), and Sunbelt Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), on the one hand, and (“Stockholder”) on the other hand, and, with respect to Section 7(k) only, ImproveNet, Inc., a Delaware corporation (the “Company”).

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • March 24th, 2016 • Liberty Expedia Holdings, Inc. • Delaware

This Proxy and Voting Agreement, dated as of [ ] (this “Agreement”), is by and among Barry Diller, an individual (“Diller”), John C. Malone, an individual (“Malone”), and Leslie Malone, an individual (“Mrs. Malone” and together with Malone, the “Malone Group”).

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • September 23rd, 2009 • Grand Canyon Education, Inc. • Services-educational services • Arizona

This Proxy and Voting Agreement (this “Agreement”), dated September 14, 2009 (the “Effective Date”), is entered into by and among BRENT. D. RICHARDSON, an individual, CHRISTOPHER C. RICHARDSON, an individual, and the undersigned stockholders of Grand Canyon Education, Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

IRREVOCABLE PROXY AND VOTING AGREEMENT WITH RESPECT TO ELECTION OF DIRECTORS For good and valuable consideration, receipt of which is hereby acknowledged, Edward I. Epstein ("Epstein") hereby appoints Stephen A. Ollendorff ("Ollendorff") the proxy of...
Proxy and Voting Agreement • December 20th, 1995 • Hertzog Calamari & Gleason

This Proxy is coupled with an interest and is irrevocable during the Proxy Term. At any time and from time to time during the Proxy Term, Epstein shall execute and deliver to Ollendorff, or his designees, such additional proxies or instruments as may be deemed by Ollendorff necessary or desirable to effectuate the purposes of this Proxy or further to evidence the right and powers granted hereby. This Proxy shall terminate in the event of the death of Ollendorff or in the event a conservator or guardian is appointed to administer the affairs of Ollendorff.

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • December 5th, 2008 • Grand Canyon Education, Inc. • Services-educational services • Arizona

This Proxy and Voting Agreement (this “Agreement”), dated September 17, 2008, is entered into by and among BRENT. D. RICHARDSON, an individual, CHRISTOPHER C. RICHARDSON, an individual, JOHN E. CROWLEY, an individual, STACI BUSE, an individual, 220 GCU, L.P., a Delaware limited partnership, 220 EDUCATION, LP, a Delaware limited partnership, 220-SIGED, LP, a Delaware limited partnership, SIGNIFICANT VENTURES, LLC, a Delaware limited liability company, SV ONE, LP, a Delaware limited partnership, CAREY FAMILY TRUST, and LAVACA SIGED, LLC, a Texas limited liability company (each, a “Stockholder” and, collectively, the “Stockholders”).

IRREVOCABLE PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • September 8th, 2011 • Culture Medium Holdings Corp. • Gold and silver ores • Nevada

This Irrevocable Proxy and Voting Agreement (this "Agreement"), dated as of 19th day of August, 2011, is made by and between Culture Medium Holdings Corp., a Nevada corporation ("CULTURE"), and David Cohen ("Cohen").

EXHIBIT C FORM OF PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • August 15th, 2001 • Corel Corp • Services-prepackaged software • Delaware

PROXY AND VOTING AGREEMENT, dated as of _______, 2001 (this "Agreement"), among Corel Corporation, a Canadian corporation ("Corel"), Calgary II Acquisition Corp., a Delaware corporation ("Sub"), SoftQuad Software, Ltd., a Delaware corporation ("SoftQuad"), and the individual stockholders of SoftQuad listed on Schedule A hereto (collectively, the "Principals"). As used in this Agreement, the term "Principal" means, with respect to each person listed on Schedule A hereto, such person.

PROXY AND VOTING AGREEMENT (English Translation)
Proxy and Voting Agreement • November 13th, 2006 • Argenta Systems Inc • Services-business services, nec

Shiming (Xi’an) Enterprise Management Consulting Co., Ltd. Registered Address: No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province, China 710075, Legal Representative: Shiming Wang

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • January 18th, 2012 • COR Securities Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Proxy and Voting Agreement (this “Agreement”), dated January 13, 2012 (the “Effective Date”), is entered into by and among COR Securities Holdings Inc., a Delaware corporation (“COR”), and the undersigned stockholders of National Holdings Corp., a Delaware corporation (the “Company”), listed on the signature page hereto (the “Stockholders”). COR and the Stockholders are referred to herein individually as a “Party” and collectively as the “Parties.”

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • January 13th, 2012 • COR Securities Holdings Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This Proxy and Voting Agreement (this "Agreement"), dated January 9, 2012 (the "Effective Date"), is entered into by and among COR Securities Holdings Inc., a Delaware corporation ("COR"), and the undersigned stockholders of National Holdings Corp., a Delaware corporation (the "Company"), listed on the signature page hereto (the "Stockholders"). COR and the Stockholders are referred to herein individually as a "Party" and collectively as the "Parties."

PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • May 17th, 2006 • Herbst Gaming Inc • Services-miscellaneous amusement & recreation • Nevada

THIS PROXY AND VOTING AGREEMENT (this “Agreement”), dated as of May 16, 2006, is entered into by and among Herbst Gaming, Inc., a Nevada corporation (“Parent”); HGI-Casinos, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); Cornelius T. Klerk; David R. Grundy; Deborah Lundgren; Doug Hayes; Ferenc B. Szony; Jon N. Bengtson; Larry Tuntland; Louis J. Phillips; Pete Cladianos III; Pete Cladianos; Jr.; Robert J. Medeiros; Katherene Latham; Bradley Cladianos 1996 Trust; The Hannah Patricia Pauly Trust; The Pete Cladianos III Trust; The Antonia Cladianos II Grantor Retained Annuity Trust; The Leslie Cladianos Grantor Retained Annuity Trust; The Pete Cladianos Jr. Trust FBO Pete Cladianos III; The Katherene Johnson Latham Trust FBO Pete Cladianos III; The Katherene Johnson Latham Trust FBO Leslie Cladianos; The Pete Cladianos Jr. Trust FBO Leslie Cladia; The Pete Cladianos Jr. Trust FBO Antonia Cladianos II; The Katherene Johnson Latham Trust FBO Antonia Cladia

Irrevocable Proxy and Voting Agreement
Proxy and Voting Agreement • June 4th, 2014 • EnerJex Resources, Inc. • Crude petroleum & natural gas • Delaware

This Irrevocable Proxy and Voting Agreement (this "Agreement") is made and entered into, effective as of May 12, 2014 (the "Effective Date"), by and between West Coast Opportunity Fund, LLC, a Delaware limited liability company ("WCOF"), and Montecito Venture Partners, LLC, a Delaware limited liability company ("MVP"), with reference to the following facts:

EXHIBIT 2 Irrevocable Proxy and Voting Agreement Bennett Offshore Restructuring Fund, Inc. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 86,502 shares (the "Purchased Shares") of common stock, $0.01 par...
Proxy and Voting Agreement • May 16th, 1997 • Gustafson Edward F • Plastics products, nec

Bennett Offshore Restructuring Fund, Inc. ("Seller") is this date selling, free and clear of all liens, claims and voting restrictions, 86,502 shares (the "Purchased Shares") of common stock, $0.01 par value, of Envirodyne Industries, Inc. (the "Company") to Volk Enterprises, Inc. (the "Purchaser"). Seller will own beneficially an additional 145,867 shares of the Company following the sale to the Purchaser and certain others on or before May 16, 1997 (the "Unpurchased Shares").

IRREVOCABLE PROXY AND VOTING AGREEMENT
Proxy and Voting Agreement • March 25th, 2005 • HyperSpace Communications, Inc. • Services-prepackaged software • Colorado

THIS IRREVOCABLE PROXY AND VOTING AGREEMENT ("Voting Agreement") is entered into as of March 20, 2005, by and among: GTG PC Holdings, LLC, a Delaware limited liability company (the "Company"); GTG-Micron Holding Company, LLC, a Delaware limited liability company and the sole member of the Company ("Holdings"); and each of John P. Yeros, Mark J. Endry, Mark A. Pougnet, David E. Girard, James M. Gumina, Kent Swanson and BlueStreak 4, LLC (each, a "Stockholder" and, collectively, the "Stockholders").

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