I, [SHAREHOLDER'S NAME], a shareholder of [CORPORATION'S NAME], a [STATE] corporation ("Corporation"), do hereby irrevocably appoint [PROXY'S NAME], to be my proxy agent, with full power of substitution, and to vote all of my shares of common stock in the Corporation with respect to all matters submitted to the shareholders at all meetings of the shareholders, or any adjournments thereof, and in all consents to any actions taken without a meeting. This appointment shall continue from this date until [DATE], and during said period, my proxy shall have all of the power that I would possess with respect to the voting my shares and granting my consent. I hereby ratify and confirm all acts that my proxy shall do or cause to be done by virtue of and within the limitations set forth in this proxy.

I hereby revoke all proxies previously given by me with respect to all my shares of common stock in the Corporation.

I hereby waive my right to cancel this Irrevocable Proxy at any time during the time period described herein. I hereby acknowledge that this irrevocable proxy is coupled with an interest, described as follows: [DESCRIBE INTEREST].

IN WITNESS WHEREOF, I have executed this proxy on [DATE].

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Shareholder

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