Irrevocable Proxy

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									This Irrevocable Proxy is made by a shareholder/stockholder of shares in the capital
stock of company. The individual executing the proxy grants the right to another
individual to perform a specific purpose (typically to cast a vote on the
shareholder/stockholders behalf). The proxy provides for a date of termination of the
rights granted therein. This document in its draft form contains numerous of the
standard clauses commonly used in this type of form; however, additional language may
be added to allow for customization to ensure the specific language of the user is
addressed. Use this form when granting another the right to vote on a
shareholder/stockholder's behalf.
                                     IRREVOCABLE PROXY

          I, [Insert Name of Shareholder], being a Shareholder of [Insert type of stock owned]
stock in the capital stock of _____________________ (the “Company”), do hereby irrevocably
nominate, constitute and appoint [Insert name of person you have nominated as your proxy] (the
“Proxy”) to be my proxy for the purposes of [Insert reason of appointment of proxy].

         The Proxy shall have the right to exercise all of my right, power and authority to vote at
any meetings of the shareholders of the Company in respect to [Insert the specific topic that
proxy has been authorized to vote on].

[or]

         The Proxy shall have the right to exercise all my right, power and authority to vote on
any issues and/or matters that are raised for a vote at the Company meeting to be held on [Insert
date of meeting at which the proxy has been authorized to vote].

         This Proxy shall be in effective as of [Insert date authorization is effective] and shall
terminate on the ______ day of _______________, 2_______.

           I hereby waive my right to cancel this irrevocable proxy.

          Any and all obligations of the undersigned hereunder shall be binding upon his/her
heirs, successors and assigns.


        IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy on the
___ day of ______________, 2_____.



SIGNED, SEALED AND DELIVERED                            )
in the presence of                                      )
                                                        )
                                                        )
                                                        )        [Signature of Shareholder]________
Witness:                                                )        Name:




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