Proxy Irrevocable

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

IRREVOCABLE PROXY

FOR VALUE RECEIVED, the undersigned, {{shareholder_name}} of {{shareholder_address}} (hereinafter referred to as "the Grantor"), being the registered holder of {{number_of_shares}} shares in {{company_name}}, a company duly incorporated under the laws of {{jurisdiction}} with registration number {{company_registration_number}} (hereinafter referred to as "the Company"), does hereby irrevocably constitute and appoint {{proxy_name}} of {{proxy_address}} (hereinafter referred to as "the Proxy Holder"), or in their absence, {{alternate_proxy_name}} of {{alternate_proxy_address}}, as the true and lawful attorney and proxy of the Grantor.

Grant of Authority

The Proxy Holder is hereby authorised and empowered to attend, speak, and vote all shares held by the Grantor at any general or special meeting of the shareholders of the Company, and at any adjournment or postponement thereof, on any matters that may lawfully come before such meeting, including but not limited to, the election of directors, amendments to the articles of association, and resolutions pertaining to the sale or merger of the Company.

This proxy includes the power to vote in person or by proxy, with full power of substitution and revocation, and to do all things necessary to exercise such voting rights as fully as if the Grantor were present and voting in person.

Irrevocability Clause

This Proxy is expressly declared to be irrevocable and coupled with an interest, the nature of such interest being {{nature_of_interest_description}} (e.g., in connection with a loan agreement, share purchase agreement, security arrangement, or other contractual obligation).

The Grantor hereby agrees that this Irrevocable Proxy shall not be terminated by any act of the Grantor, by the death or dissolution of the Grantor, or by the transfer of the shares subject to this Proxy, except as expressly provided herein.

Term and Termination

This Irrevocable Proxy shall commence on {{effective_date}} and shall remain in full force and effect until {{termination_date}} or until the occurrence of the following event(s): {{termination_events_description}}. Upon such termination, the Proxy Holder shall, upon written request from the Grantor, return this original Proxy document.

The Proxy Holder shall promptly notify the Grantor upon the occurrence of any event that results in the termination of this Proxy.

Representations and Warranties

The Grantor hereby represents and warrants that they have the full power and authority to grant this Irrevocable Proxy, that the shares are free from any encumbrances that would prevent the exercise of the voting rights granted herein, and that this Proxy does not violate any other agreement to which the Grantor is a party.

The Grantor further represents and warrants that the shares subject to this Proxy are legally and beneficially owned by the Grantor.

Governing Law and Jurisdiction

This Irrevocable Proxy shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any dispute arising out of or in connection with this Proxy shall be subject to the exclusive jurisdiction of the courts of {{dispute_resolution_jurisdiction}}.

Notices

Any notice required or permitted to be given under this Irrevocable Proxy shall be in writing and shall be deemed to have been duly given if delivered personally, sent by reputable courier service, or sent by registered mail to the addresses specified for the Grantor and Proxy Holder at the beginning of this document, or to such other address as either party may designate by prior written notice to the other.

General Provisions

This Irrevocable Proxy constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

No amendment or modification of this Proxy shall be valid unless in writing and signed by both the Grantor and the Proxy Holder.

If any provision of this Proxy is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Signature Block

IN WITNESS WHEREOF, the Grantor has executed this Irrevocable Proxy on this {{day}} day of {{month}}, {{year}}.

___________________________

{{shareholder_name}}

SHAREHOLDER

WITNESSES:

1. _________________________

Name: {{witness1_name}}

Address: {{witness1_address}}

2. _________________________

Name: {{witness2_name}}

Address: {{witness2_address}}

ACCEPTANCE OF APPOINTMENT:

I, {{proxy_name}}, hereby accept the appointment as Proxy Holder as set out in this Irrevocable Proxy.

___________________________

{{proxy_name}}

PROXY HOLDER

Date: {{acceptance_date}}