An "irrevocable power of attorney" clause grants an agent the enduring authority to act on behalf of the principal, with the power remaining effective even if the principal becomes incapacitated or decides to revoke it. This provision is typically used in situations where continuity of decision-making is critical, such as in financial transactions or business operations.
(A) Irrevocable Power of Attorney I, Xu Jin, a Chinese citizen, have an identity card number of [***] and own 43.04% of the equity interest of Shanghai Jinxin Network Technology Co., Ltd. (the “Company”) on the date of signing this Power of Attorney (“My Shares”) and I hereby irrevocably authorize all of my current and future equity holdings in the Company Shanghai Mihe Information Technology Co., Ltd. (“WFOE”) exercises the following rights during the validity period of this power of attorney: WFOE or its designee or its authorized representative is authorized to act as my sole and exclusive agent in respect of my shareholding and exercise rights on my behalf, including but not limited to the following , including but not limited to: (1) the right to propose a shareholders’ meeting, and to accept any notice of the convening and proceedings of the shareholders’ meeting; (2) Participate in the company’s shareholders’ meeting and sign the relevant shareholders’ meeting resolutions on my behalf; (3) Exercise all the shareholders’ rights enjoyed by me in accordance with the law and the articles of association, including but not limited to voting rights, the right to sell or transfer or pledge or dispose of all or any part of my shares, and the right to decide on dividends; (4) Appoint and appoint the company’s legal representative, chairman, directors, supervisors, general manager, financial controller and other senior management personnel at the company’s shareholders’ meeting.
(B) Irrevocable Power of Attorney I, Zhu Haitong, a Chinese citizen, with an ID number of [***], own 1.08% of the equity interest of Shanghai Jinxin Network Technology Co., Ltd. (the “Company”) on the date of signing this Power of Attorney (“My Shares”) and I hereby irrevocably authorize all of my current and future equity holdings in the Company Shanghai Mihe Information Technology Co., Ltd. (“WFOE”) exercises the following rights during the validity period of this power of attorney: WFOE or its designee or its authorized representative is authorized to act as my sole and exclusive agent in respect of my shareholding and exercise rights on my behalf, including but not limited to the following , including but not limited to: (1) the right to propose a shareholders’ meeting, and to accept any notice of the convening and proceedings of the shareholders’ meeting; (2) Participate in the company’s shareholders’ meeting and sign the relevant shareholders’ meeting resolutions on my behalf; (3) Exercise all the shareholders’ rights enjoyed by me in accordance with the law and the articles of association, including but not limited to voting rights, the right to sell or transfer or pledge or dispose of all or any part of my shares, and the right to decide on dividends; (4) Appoint and appoint the company’s legal representative, chairman, directors, supervisors, general manager, financial controller and other senior management personnel at the company’s shareholders’ meeting. WFOE will have the right to sign on my behalf the Option Agreement, the Share Interest Pledge Agreement and the Business Operation Agreement signed by me and WFOE and the Company on September 26, 2018 Including the modifications, amendments or restatements of the above documents (collectively, the “Transaction Documents”), the exercise of this right will not impose any restriction on this authorization if the transaction documents are performed as scheduled. All powers of attorney issued by me prior to the date of this Power of Attorney relating to any equity interest shall be irrevocably revoked (provided that the relevant power of attorney signed under the Restructuring Agreement shall be superseded by this Power of Attorney) and I hereby warrant that no separate power of attorney will be issued with respect to any of my shares. This power of attorney and any powers, rights or interests granted by it in relation to the equity are irrevocable. All actions of WFOE in respect of my equity interests may be made in accordance with WFOE’s own judgment without the need for my oral or written instructions. All actions of WFOE in respect of my equity interests shall be deemed to be my acts, and all documents signed shall be deemed to be documents signed by me, and I hereby irrevocably acknowledge them. In addition, WFOE has the right to delegate and may entrust other persons or entities to handle the above matters without prior notice or consent. This power of attorney is irrevocable and continues to be valid during the period when the person is a shareholder of the company, counting from the date the power of attorney is signed. During the term of this Power of Attorney, I hereby waive all rights in connection with my equity interests that have been granted to WFOE through this Power of Attorney and will not exercise such rights on my own.
(This page has no text, it is the signature page of the “Irrevocable Power of Attorney”).
(E) Irrevocable Power of Attorney The enterprise, Lhasa Economic and Technological Development Zone Shunying Investment Co., Ltd., is a limited liability company legally established in China, with a unified social credit code of 915400913213806066, and owns 13.37% of the equity interest (“Equity Interest of The Enterprise”) of Shanghai Jinxin Network Technology Co., Ltd.(the “Company”), in respect of all current and future equity interests held by The Enterprise, The Enterprise hereby irrevocably authorizes Shanghai Mihe Information Technology Co., Ltd. (“WFOE”) to exercise the following rights during the validity period of this Power of Attorney: Authorizes WFOE or its designated person or its authorized representative to act as the sole exclusive agent of The Enterprise to exercise the rights on behalf of The Enterprise in matters relating to the equity interests of The Enterprise, including but not limited to the following , including but not limited to: (1) the right to propose a shareholders’ meeting, and to accept any notice of the convening and proceedings of the shareholders’ meeting; (2) Participate in the company’s shareholders’ meeting and sign the relevant shareholders’ meeting resolutions on behalf of the enterprise; (3) Exercise all shareholder rights enjoyed by the enterprise in accordance with the law and the articles of association, including but not limited to voting rights, the right to sell or transfer or pledge or dispose of all or any part of the equity of the enterprise, and the right to decide on dividends; (4) Appoint and appoint the company’s legal representative, chairman, directors, supervisors, general manager, financial controller and other senior management personnel at the company’s shareholders’ meeting. WFOE will have the right to sign the Option Agreement, the Share Interest Pledge Agreement and the Business Operation Agreement signed by The Enterprise with WFOE and the Company on September 26, 2018 on behalf of The Enterprise (including modifications, amendments or restatements of the above documents, collectively, “Transaction Documents”) that are required to be signed by the Enterprise and performed as scheduled in the Transaction Documents, the exercise of this right will not impose any restrictions on this authorization. All power of attorneys issued by The Enterprise prior to the date of this Power of Attorney in respect of any equity interest shall be irrevocably revoked (provided that the relevant power of attorney signed under the Restructuring Agreement shall be superseded by this Power of Attorney) and The Enterprise hereby warrants that no separate power of attorney will be issued with respect to any equity interest in the Company. This power of attorney and any powers, rights or interests granted by it in relation to the equity are irrevocable. All actions of WFOE in respect of the equity interests of the enterprise may be made in accordance with WFOE’s own judgment without the oral or written instructions of the enterprise. All actions of WFOE in relation to the equity of the enterprise shall be regarded as the acts of the enterprise, and all documents signed shall be regarded as documents signed by The Enterprise, and The Enterprise hereby irrevocably acknowledges them. In addition, WFOE has the right to sub-entrust and may entrust other persons or units to handle the above matters without prior notice or consent of the enterprise.
Appendix 1: Irrevocable Power of Attorney This Power of Attorney shall be irrevocable upon being signed by the Principal, unless otherwise instructed in writing by Shanghai Yueyee Network Information Technology Co., Ltd. Upon the written notice of Shanghai Aihui Trading Co., Ltd. to the Principal of termination of such authorization and appointment, the Principal shall immediately withdraw the appointment and authorization of the Attorney-in-Fact, and authorize and appoint any other person nominated by Shanghai Aihui Trading Co., Ltd. by entering into a new power of attorney in the same form and substance as this Power of Attorney. This Power of Attorney shall be signed by the Principal on the effective date of the Voting Proxy Agreement, and shall become effective as of the date when it is signed by the Principal. This Power of Attorney is executed in two (2) originals, with each Party holding one (1) original, and each copy having the same legal effect.
Signature Page to the Irrevocable Power of Attorney (This is a signature page to the Irrevocable Power of Attorney) Principal: Sun Wenjun By: /s/ Sun Wenjun Chen Xuefeng By: /s/ Chen Xuefeng (This is a signature page to the Irrevocable Power of Attorney) Attorney-in-Fact: Shanghai Aihui Trading Co., Ltd. (Seal) /s/ Shanghai Aihui Trading Co., Ltd. Authorized Representative: Sun Wenjun By: /s/ Sun Wenjun
Appendix 1: Irrevocable Power of Attorney Appendix 1: Irrevocable Power of Attorney Principal: Sun Wenjun; Chen Xuefeng Attorney-in-Fact: Shanghai Aihui Trading Co., Ltd. The Principal hereby authorizes the Attorney-in-Fact to exercise the rights described herein during the term of this power of attorney (this “Power of Attorney”). Sun Wenjun and Chen Xuefeng (collectively the “Principal”) are the only two shareholders of Shanghai Yueyee Network Information Technology Co., Ltd., and hereby authorize the Attorney-in-Fact to exercise the following rights enjoyed by the Principal as the shareholder of Shanghai Yueyee Network Information Technology Co., Ltd. (the “Shareholder Rights”) subject to applicable PRC laws and the company’s articles of association: (1) to propose, convene and attend shareholders’ meetings; (2) to exercise shareholders’ voting rights, including, but not limited to, making decision on the sale or transfer of part or all of the Principal’s equity interests; (3) to designate or elect the legal representative, directors, general manager and other senior management of Shanghai Yueyee Network Information Technology Co., Ltd.; and (4) to sign resolutions and other documents related to the exercise of the above rights. The Principal hereby acknowledges that: (1) the Attorney-in-Fact’s exercise of its Shareholder Rights pursuant to this Power of Attorney does not require its prior written consent; (2) the Attorney-in-Fact has the right to access the operations, clients, financial affairs, employees and other related information of Shanghai Yueyee Network Information Technology Co., Ltd. and to inspect the relevant materials of Shanghai Yueyee Network Information Technology Co., Ltd. for the purposes of exercising the Shareholder Rights; and (3) it will provide the Attorney-in-Fact with adequate assistance in exercising the Shareholder Rights, including the right to promptly sign resolutions of shareholders’ meetings or other relevant legal instruments when necessary (for instance, when such legal instruments are required to be submitted for approval of or registration or filing with competent government authority), and its covenant under this Article will not limit its authorization granted to the Attorney-in-Fact with respect to the Shareholder Rights. This Power of Attorney does not involve any monetary payment. Unless otherwise instructed in writing by Shanghai Yueyee Network Information Technology Co., Ltd., this Power of Attorney shall remain in force and effect during the lifetime of Shanghai Yueyee Network Information Technology Co., Ltd.
Party C hereby agrees that upon signing of the Agreement, Party C shall sign a power of attorney whose form and contents shall be those specified in attachment hereto. Through such power of attorney, Party C shall irrevocably authorize Party A or persons designated by Party A to exercise shareholders’ rights on behalf of Party C, and all shareholders’ voting rights in the name of shareholders on Party B’s meetings of shareholders. Party C hereby further agrees that Party C shall replace the authorized person (the “Authorized Person”) specified in the abovementioned power of attorney at any time upon the request of Party A. In such case, Party C shall cancel the authorization granted to the Authorized Person and immediately sign a power of attorney whose form is the same to that of the attachment Irrevocable Power of Attorney, so as to authorize other persons designated by Party A in the ways specified in the attachment Irrevocable Power of Attorney.
Attachment: Irrevocable Power of Attorney The following parties acknowledge that, for the purpose of performing certain obligations of shareholders (the “Authorizing Persons”) of Beijing uCloudlink New Technology Co.,Ltd. (the “Company”), each Authorizing Person hereby grants authorization and signs the Irrevocable Power of Attorney (the “Power of Attorney”): Name: Wen Gao ID Number: *** Address: *** Name: Zhongqi Kuang ID Number: *** Address: *** Name: Baixing Wang ID Number: *** Address: *** Name: Xingya Qiu ID Number: *** Address: *** Name: Zhiping Peng ID Number: *** Address: *** Name: Chaohui Chen ID Number: *** Address: *** (The above authorizing persons are collectively referred to as “Each Authorizing Person”) Each Authorizing Person, to the fullest extent permitted by law, hereby irrevocably authorizes Beijing uCloudlink Technology Co., Ltd. (“WFOE”), or persons designated by WFOE, or authorized representatives of WFOE (“Authorized Person”) to, on behalf of Each Authorizing Person, fully exercise the shareholders’ rights that are enjoyed by Each Authorizing Person in proportion to the number of its voting stocks of the Company (“Stocks”), including but not limited to: (1) the right of proposing to convene a shareholders’ meeting, and receiving notices on holding of shareholders’ meeting and rules of procedures, (2) the right of attending the shareholders’ meeting and signing related resolutions of shareholders’ meeting on behalf of Each Authorizing Person, (3) the right of exercising all shareholders’ rights granted to Each Authorizing Person according to laws and articles of association of the Company, including but not limited to voting right, the right of selling, transferring, pledging or disposing of all or part of Each Authorizing Person’s stocks, and the right of deciding on dividends; (4) the right of designating and appointing chairman, directors, supervisors, general managers, chief financial officers and other senior officers of the Company as authorized representatives of Each Authorizing Person, and (5) signing and performing the resolutions and other documents in relation to exercise of the foregoing rights.
Attachment: Irrevocable Power of Attorney All other powers of attorney issued by Each Authorizing Person in relation to the Stocks prior to the signing of the Power of Attorney shall be irrevocably cancelled, and Each Authorizing Person shall hereby undertake not to issue any other power of attorney in relation to the Stocks. The Power of Attorney and the powers, rights or interests granted thereunder in relation to the Stocks are irrevocable. Each Authorizing Person hereby irrevocably acknowledges and agrees that: 1. Authorized Person may acquire all information related to the Company’s operations, customers, financial status and personnel, and make inquiries about other related information of the Company, in order to exercise the rights granted to such Authorized Person. 2. Each Authorizing Person shall fully assist Authorized Person in duly exercising its granted rights, including but not limited to signing resolutions of shareholders’ meetings and other related legal documents when necessary (including assistance provided in the process of delivering documents required for government approval, registration and filing). Each Authorizing Person’s commitments in this section shall not limit the authorization it has granted to Authorized Person with respect to the granted rights. 3. The Power of Attorney does not involve any payment. Unless otherwise specified hereunder, the Authorized Person may decide to act with respect to Each Authorizing Person’s stocks at its own discretion and do not need any oral or written instructions from Each Authorizing Person to do so. All conducts of the Authorized Person and documents signed by the Authorized Person with respect to Each Authorizing Person’s stocks shall be deemed as conducts of Each Authorizing Person and documents signed by Each Authorizing Person, which are hereby irrevocably acknowledged by Each Authorizing Person. In addition, Authorized Person may transfer the authorization granted hereunder to any other individual or entity designated by the board of directors of WFOE. Unless the Business Operation Agreement signed by the Company, Authorized Person and Each Authorizing Person are terminated in advance, the Power of Attorney shall remain valid within the duration of the Company as of the date of signing the Power of Attorney. If the Authorized Person makes a request upon expiration of the authorization granted hereunder, Each Authorizing Person shall extend the term of the Power of Attorney upon request of the Authorized Person. The Power of Attorney is binding upon all senior officers, directors, agents, assignees or successors of Each Authorizing Person.
Attachment: Irrevocable Power of Attorney IN WITNESS WHEREOF, Each Authorizing Person executed the Power of Attorney on July 10, 2019. [The remainder is intentionally left blank, and is only for the purpose of the signature]
SIGNATURE PAGE 1 of 2 OF THE IRREVOCABLE POWER OF ATTORNEY AND PROXY RELATING TO SHARES AND RELATED RIGHTS IN NVNI GROUP LIMITED, DATED OF SEPTEMBER 28, 2023
After obtaining the approval from the IC, TLC Cayman will purchase the Woods Investment’s shares and remit the Share Sale Payment to the bank account of Woods Investment, which will receive such payment on behalf of the participating shareholders in accordance with the irrevocable power of attorney issued to Woods Investment by the participating shareholders. Please refer to Explanation 11 of this Q&A regarding all matters related to the irrevocable power of attorney and its terms.
Woods Investment will then pay on behalf of participating shareholders the Subscription Payment to the Upper-Level Holding Company by using the Share Sale Payment received by Woods Investment on behalf of the participating shareholders from TLC Cayman deposited in Woods’ Investment’s bank account, in accordance with the irrevocable power of attorney and relevant transaction documents regarding the Restructuring.
IRREVOCABLE POWER OF ATTORNEY WHEREAS: A. The undersigned stockholder (the “Selling Stockholder”) of Next Thing Technologies, Inc. , a Delaware corporation (the “Company”) wishes to offer shares of Class A Common Stock of the Company (“Shares”) for the sale pursuant to the Offering pursuant to which the Selling Stockholder will seek to sell the respective number of shares of Class A Common Stock, par value $0.00001 per share, of the Company (the “Class A Common Stock, as set forth in Exhibit A attached hereto (the “Offered Shares”); B. The Selling Stockholder understands that the Company has filed with the Securities and Exchange Commission (the “Commission”) an Offering Statement on Form 1-A (File No. 024-_____) (the “Offering Statement”) under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offering (the “Offering”) of shares of its Class A Common Stock by the Company and the selling stockholders. The Selling Stockholder has elected to sell the Offered Shares in the Offering if the Offering is completed. Accordingly, the Offering will be qualified under the Securities Act, covering the Offered Shares to be sold by the Selling Stockholder. C. The Company may undertake one or more closings (“Closings”) in respect of the Offering on an ongoing basis. At each Closing, the selling stockholders will sell their Offered Shares on a pro rata basis to investors (“Investors”) in the Offering. After each Closing, funds tendered by Investors will be available to the Company and the selling stockholders including the Selling Stockholder in their pro rata amount. For the avoidance of doubt, with respect to the Selling Stockholder, “pro rata basis” means that portion that the Selling Stockholder may sell of the total shares being offered by all selling stockholders in the Offering expressed as a percentage where the numerator is the total number of shares being offered by the Selling Stockholder divided by the total number of shares being offered by all selling stockholders as set forth in the Offering Statement.
The Selling Stockholder, by executing and delivering this Irrevocable Power of Attorney (this “Agreement”), confirms the Selling Stockholder’s willingness and intent to sell the Offered Shares in the Offering if it is completed.
This Irrevocable Power of Attorney has been entered into as of ________________. SELLING STOCKHOLDER Very truly yours, By: Name: Title:
Ming S. Zhao hereby accepts the appointment as Attorney-in-Fact pursuant to the foregoing Irrevocable Power of Attorney and agrees to abide by and act in accordance with the terms of said Agreement.
I confirm that I am the spouse or another person who has a community property or similar interest in the Offered Shares of the Selling Stockholder, I confirm that I have read and understood the terms of the Irrevocable Power of Attorney and I consent to the terms thereof, including the sale of the shares of Common Stock.
_____________________ hereby accepts the appointment as Attorney-in-Fact pursuant to the foregoing Irrevocable Power of Attorney and agrees to abide by and act in accordance with the terms of said Agreement.
An Irrevocable Power of Attorney is a legal document that grants one person (the agent or attorney-in-fact) the authority to act on behalf of another person (the principal) in specific matters or transactions. The key characteristic of this type of power of attorney is that it cannot be revoked unilaterally by the principal once it has been executed, except under certain circumstances or as specified within the document itself. This means that the principal cannot change their mind and withdraw the power unless specific conditions, such as fraud or incapacity of the agent, are met.
An Irrevocable Power of Attorney is typically used in situations where the principal wants to ensure that the agent can continue to act on their behalf without the risk of sudden revocation. Here are some scenarios where it might be appropriate:
Business Transactions: When entering into significant deals or contracts, which require the agent to act without disruption.
Estate Planning: As part of a long-term estate plan to ensure that assets are managed consistently.
Financial Arrangements: In cases where consistent management of financial affairs is necessary, especially when securing loans or managing investments.
Trust Arrangements: When setting up trusts where a trustee needs the power to act consistently and definitively on behalf of the grantor.
To draft an Irrevocable Power of Attorney, consider the following steps:
Identify the Parties: Clearly state the names and personal details of the principal and the agent.
Define the Scope: Specify the extent of authority given to the agent. Detail what actions the agent can and cannot perform on behalf of the principal.
Include Irrevocability Clause: Clearly state that the power of attorney is irrevocable, laying out any conditions under which it can be revoked.
Legal Description: Provide a legal description of the powers granted, ensuring clarity and legality.
Signatures and Notarization: The document should be signed by the principal and notarized to ensure its validity and enforceability.
Witness Requirement: In some jurisdictions, the presence of witnesses is required who must also sign the document.
Example:
Irrevocable Power of Attorney
This document serves as an irrevocable power of attorney granted by [Principal’s Full Name] to [Agent’s Full Name] effective [Date].
[Define Powers]
This power of attorney shall remain irrevocable until [conditions stated herein].
[Signatures and Notarization Details]
Irrevocable Powers of Attorney are often included in or associated with various types of contracts, such as:
Real Estate Contracts: They may be used to ensure that an agent can handle transactions without disruption if the principal becomes unavailable.
Loan Agreements: Lenders might require an irrevocable power of attorney to ensure they have control over collateral if the borrower defaults.
Partnership Agreements: To empower a partner or a third party to make decisions on behalf of the partnership without the risk of sudden changes by the principal.
Investment Management Contracts: To allow investment managers to act on behalf of the principal without interference.
In these contexts, the irrevocable nature of the power of attorney is crucial to establishing consistency and reliability in transactions and decision-making processes.
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