Common use of Custody Agreement and Power of Attorney Clause in Contracts

Custody Agreement and Power of Attorney. The Shares to be sold by such Selling Stockholder hereunder have been placed in custody under a Custody Agreement relating to such Shares (the “Custody Agreement”), duly executed and delivered by an Attorney-in-Fact, on behalf of such Selling Stockholder, to the Custodian, and such Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you (the “Power of Attorney”) appointing each of Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx as such Selling Stockholder’s attorney-in-fact (“Attorney-in-Fact”), with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided in Section 2 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement, in each case subject to the limitations set forth in such agreements and the Power of Attorney.

Custody Agreement and Power of Attorney. The Shares With regard to the stockholders designated as “Management Stockholders” in Schedule B hereto (the “Management Stockholders”) and the stockholders designated as “Other Stockholders” in Schedule B hereto (the “Other Stockholders”) such Selling Stockholder has, and on any Closing Date will have, full legal right, power and authority required by law to enter into the Custody Agreement (the “Custody Agreement”) signed by such Selling Stockholder and [ ], as Custodian (the “Custodian”), relating to the deposit of the Securities to be sold by such Selling Stockholder hereunder have been placed in custody under a Custody Agreement relating to and the Power of Attorney (“Power of Attorney”) appointing certain individuals as such Shares Selling Stockholder’s attorneys-in-fact (the “Custody Agreement”), duly executed and delivered by an AttorneyAttorneys-in-Fact”) to the extent set forth therein and relating to the transactions contemplated hereby; and to sell, on behalf of assign, transfer and deliver the Offered Securities to be sold by such Selling Stockholder, to Stockholder in the Custodianmanner provided herein and therein, and such Selling Stockholder has duly executed and delivered a the Custody Agreement and the Power of Attorney, in the form heretofore furnished to you (the “Power of Attorney”) appointing each of Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx which are valid and Xxxxxx Xxxxxxxx as such Selling Stockholder’s attorney-in-fact (“Attorney-in-Fact”), with authority to execute and deliver this Agreement on behalf binding agreements of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided enforceable in Section 2 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection accordance with the transactions contemplated by this Agreement and the Custody Agreement, in each case subject to the limitations set forth in such agreements and the Power of Attorneytheir terms.

Custody Agreement and Power of Attorney. The Shares to be sold by such Selling Stockholder hereunder have been placed in custody under a Custody Agreement relating to such Shares Shares, in the form heretofore furnished to you (the “Custody Agreement”), duly executed and delivered by an Attorney-in-Fact, on behalf of such Selling StockholderStockholder to American Stock Transfer & Trust Company, to LLC, as custodian (the “Custodian”), and such Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you (the “Power of Attorney”) ), appointing each of Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, Xxxxxxxx Xxxxxxxx and Xxxxxx Xxxxxxxx each of them, as such Selling Stockholder’s attorneyattorneys-in-fact (the “AttorneyAttorneys-in-Fact” or any one of them, the “Attorney-in Fact”), ) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Stockholders as provided in Section 2 hereof, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement, in each case subject to the limitations set forth in such agreements and the Power of Attorney.agreements;