Irrevocable Proxy

For payment of one dollar ($1), I hereby bestow upon ____________________ a proxy to vote ______________________ ( ______ ) shares of stock of ______________________ (hereinafter "Corporation") on my behalf at the shareholders' meeting of said Corporation, which will be held __________________, 20 __. The proxy is conferred in consideration of the following conditions:

FIRST Said person shall have all the power to vote and attend the aforesaid meeting as I currently enjoy.

SECOND This proxy, which may not be revoked by myself, nor my heirs or assigns, shall not last for a period beyond the above noted shareholders' meeting, or any extension thereof.

Date: ___________.



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