|
Exhibit 10.4
IRREVOCABLE PROXY
For good and valuable consideration, receipt of
which is hereby acknowledged, VALENS U.S. SPV I, LLC, a
Delaware limited liability company (“Valens”),
hereby appoints STEN Corporation, a Minnesota corporation (the
“Proxy Holder”), with a mailing address at 10275
Wayzata Blvd., Suite 310, Minnetonka, Minnesota 55305, with full
power of substitution and resubstitution, as attorney and proxy,
to vote all of the shares of common stock of the Proxy Holder,
now or in the future owned by Valens, but solely to the extent
such shares are (i) issued to Valens for an exercise price equal
to $0.01 per share (“Warrant Share”) under the
Common Stock Purchase Warrant dated as of the date hereof (the
“Warrant”) issued by the Proxy Holder to Valens or
(ii) the Closing Shares (as defined in the Security Agreement
referred to below) (together with the Warrant Shares, the
“Shares”).
This proxy is irrevocable and coupled with an
interest. Upon the sale or other transfer of the Shares,
in whole or in part, or the assignment of the Warrant, this
proxy shall automatically terminate (a) with respect to such
sold or transferred Shares at the time of such sale and/or
transfer or (b) with respect to all Warrant Shares in the case
of an assignment in full of the Warrant or (c) with respect to
such number of Warrant Shares as are underlying the portion of
the Warrant assigned in the case of the assignment of a portion
of the Warrant, at the time of such assignment, in each case,
without any further action required by any person; provided,
however, that this proxy shall not automatically terminate if
such termination would cause any interest (including original
issue discount) payable by any Company under the Obligations to
a Person that is not a “United States person,” as
defined in Section
|
