Common use of Irrevocable Power of Attorney Clause in Contracts

Irrevocable Power of Attorney. Each Sponsor Party hereby irrevocably and unconditionally grants to, and appoints, in the event that such Sponsor Party shall for whatever reason fail to perform any of its obligations under Section 3.1, BSAQ and any individual designated in writing by BSAQ, and each of them individually, as such Sponsor Party’s lawful attorney and proxy (with full power of substitution), for and in the name, place and stead of such Sponsor 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 Sponsor Party’s behalf and in the name of such Sponsor Party, all deeds, documents, and steps necessary for obtaining the BSAQ Shareholder Approval and the Other BSAQ Approvals as contemplated in Section 3.1. Each Sponsor Party understands and acknowledges that BSAQ and the Company are entering into the Business Combination Agreement in reliance upon such Sponsor Party’s execution and delivery of this Agreement. Each 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 Sponsor Party under this Agreement. Each Sponsor Party hereby further affirms that the Irrevocable Power of Attorney is coupled with a proprietary interest of BSAQ and may under no circumstances be revoked. Each 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 Sponsor Party shall duly execute and deliver a separate proxy instrument, in form and substance reasonably satisfactory to BSAQ, making specific reference to the BSAQ Shareholder Approval and the Other BSAQ Approvals, as applicable.

Irrevocable Power of Attorney. Each Sponsor Party Company Shareholder hereby irrevocably and unconditionally grants to, and appoints, in the event that such Sponsor Party Company Shareholder shall for whatever reason fail to perform any of its obligations under Section 3.1, BSAQ the Company and any individual designated in writing by BSAQthe Company, and each of them individually, as such Sponsor PartyCompany Shareholder’s lawful attorney and proxy (with full power of substitution), for and in the name, place and stead of such Sponsor PartyCompany 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 Sponsor PartyCompany Shareholder’s behalf and in the name of such Sponsor PartyCompany Shareholder, all deeds, documents, and steps necessary for obtaining the BSAQ Shareholder Company Recapitalization Approval, Company Conversion Approval, Company Closing Approval and the Other BSAQ Company Approvals as contemplated in Section 3.1. Each Sponsor Party Company Shareholder understands and acknowledges that BSAQ and the Company are entering into the Business Combination Agreement in reliance upon such Sponsor PartyCompany Shareholder’s execution and delivery of this Agreement. Each Sponsor Party 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 Sponsor Party Company Shareholder under this Agreement. Each Sponsor Party Company Shareholder hereby further affirms that the Irrevocable Power of Attorney is coupled with a proprietary interest of BSAQ the Company and may under no circumstances be revoked. Each Sponsor Party 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 Sponsor Party Shareholder shall duly execute and deliver a separate proxy instrument, in form and substance reasonably satisfactory to BSAQthe Company, making specific reference to the BSAQ Shareholder Company Recapitalization Approval, Company Conversion Approval, Company Closing Approval and the Other BSAQ Company Approvals, as applicable.