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

Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that the Selling Entity has decided to include shares held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, in the Proposed Sale, the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will, if requested by the Selling Entity, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Entity with respect to the shares of Surviving Corporation Common Stock which are to be sold by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, pursuant hereto (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Surviving Corporation Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified therein.

Custody Agreement and Power of Attorney. Upon delivering a Request The Selling Stockholder represents and warrants that certificates in negotiable form or in book-entry form representing all of the Shares to be sold by such Selling Stockholder hereunder (other than any such Shares to be issued upon notice that the Selling Entity has decided exercise of Options, with respect to include shares held which duly completed and executed irrevocable Option exercise notices in the forms specified by the Purchaserrelevant Option Agreement have been executed and delivered to the Company, and for which the Purchaser's Estate or Company shall provide the Purchaser's Trust, as Custodian instructions to issue upon the case may beClosing Date) have been placed in custody under a Custody Agreement relating to such Shares, in the Proposed Saleform heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC as custodian (the Purchaser “Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or the Purchaser's Estate or Purchaser's Trustpersons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the case may be, will, if requested by “Attorneys-in-Fact” or any one of them the Selling Entity, “Attorney-in Fact”) with authority to execute and deliver a custody agreement and power this Agreement on behalf of attorney in form and substance satisfactory such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Entity Stockholder as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by such Selling Stockholder hereunder, and otherwise to act on behalf of such Selling Stockholder in connection with the Purchaser transactions contemplated by this Agreement and the Custody Agreement. The Selling Stockholder specifically agrees that the Shares represented by the certificates, or the Purchaser's Estate or Purchaser's Trustirrevocable Option exercise notice, as in either case, held in custody for such Selling Stockholder under the case may beCustody Agreement, pursuant hereto (a "Custody Agreement are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney"), are to that extent irrevocable. The Custody Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and Power of Attorney will providethe Custody Agreement, among other things, that and actions taken by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorneyAttorneys-in-fact named therein a certificate Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or certificates representing such shares other event had not occurred, regardless of Surviving Corporation Common Stock (duly endorsed in blank by whether or not the registered owner or owners thereof) and irrevocably appoint said custodian and attorneyCustodian, the Attorneys-in-fact as the Purchaser Fact, or the Purchaser's Estate's any of them, shall have received notice of such death, incapacity, termination, dissolution or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified thereinother event.

Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that Each of the Selling Entity has decided Stockholders represents and warrants that certificates in negotiable form representing all of the Shares to include be sold by such Selling Stockholders hereunder, or, in the case holders of warrants or shares held of Preferred Stock, certificates in negotiable form representing such warrants or shares of Preferred Stock to be exercised or converted at or prior to the Closing Date in an amount equal or greater to the number of Shares to be sold by the Purchaser, the Purchaser's Estate or the Purchaser's Trustsuch Selling Stockholder hereunder, as the case may be, have been placed in custody under a Custody Agreement relating to such Shares or instruments, in the Proposed Saleform heretofore furnished to you, the Purchaser or the Purchaser's Estate or Purchaser's Trustduly executed and delivered by such Selling Stockholder to Xxxxx Fargo Bank, National Association, as custodian (the case may be“Custodian”), willand that such Selling Stockholder has duly executed and delivered Powers of Attorney, if requested by in the form heretofore furnished to you, appointing the person or persons indicated in Schedule II hereto, and each of them, as such Selling Entity, execute and Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in-Fact”) with authority to deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Entity with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by such Selling Stockholder hereunder, to exercise any warrants or convert any shares of Preferred Stock placed in custody under the Purchaser or Custody Agreement, and otherwise to act on behalf of such Selling Stockholder in connection with the Purchaser's Estate or Purchaser's Trust, as the case may be, pursuant hereto (a "Custody transactions contemplated by this Agreement and the Custody Agreement. Each of the Selling Stockholders specifically agrees that the Shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney"), are to that extent irrevocable. The Custody Each of the Selling Stockholders specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation, limited liability company or similar organization, by the dissolution of such partnership, corporation, limited liability company or similar organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation, limited liability company or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and Power of Attorney will providethe Custody Agreement, among other things, that and actions taken by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorneyAttorneys-in-fact named therein a certificate Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or certificates representing such shares other event had not occurred, regardless of Surviving Corporation Common Stock (duly endorsed in blank by whether or not the registered owner or owners thereof) and irrevocably appoint said custodian and attorneyCustodian, the Attorneys-in-fact Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event. Any certificate signed by or on behalf of any Selling Stockholder as such and delivered to you or to counsel for the Purchaser or the Purchaser's Estate's or Purchaser's Trust's, Underwriters shall be deemed a representation and warranty by such Selling Stockholder to each Underwriter as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified therein.covered thereby

Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that Each of the Selling Entity has decided Stockholders represents and warrants that certificates in negotiable form or in book-entry form representing all of the Shares to include shares held be sold by such Selling Stockholders hereunder (other than any such Shares to be issued upon the exercise of Options, with respect to which duly completed and executed irrevocable Option exercise notices in the forms specified by the Purchaserrelevant Option Agreement have been executed and delivered to the Company, and for which the Purchaser's Estate Company shall provide the Custodian instructions to issue upon the Closing Date or the Purchaser's TrustAdditional Closing Date, as the case may be) have been placed in custody under a Custody Agreement relating to such Shares, in the Proposed Saleform heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC as custodian (the Purchaser “Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or the Purchaser's Estate or Purchaser's Trustpersons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the case may be, will, if requested by “Attorneys-in-Fact” or any one of them the Selling Entity, “Attorney-in Fact”) with authority to execute and deliver a custody agreement and power this Agreement on behalf of attorney in form and substance satisfactory such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Entity Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by such Selling Stockholder hereunder, and otherwise to act on behalf of such Selling Stockholder in connection with the Purchaser transactions contemplated by this Agreement and the Custody Agreement. Each of the Selling Stockholders specifically agrees that the Shares represented by the certificates, or the Purchaser's Estate or Purchaser's Trustirrevocable Option exercise notice, as in either case, held in custody for such Selling Stockholder under the case may beCustody Agreement, pursuant hereto (a "Custody Agreement are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney"), are to that extent irrevocable. The Custody Each of the Selling Stockholders specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and Power of Attorney will providethe Custody Agreement, among other things, that and actions taken by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorneyAttorneys-in-fact named therein a certificate Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or certificates representing such shares other event had not occurred, regardless of Surviving Corporation Common Stock (duly endorsed in blank by whether or not the registered owner or owners thereof) and irrevocably appoint said custodian and attorneyCustodian, the Attorneys-in-fact as the Purchaser Fact, or the Purchaser's Estate's any of them, shall have received notice of such death, incapacity, termination, dissolution or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified thereinother event.

Custody Agreement and Power of Attorney. Upon delivering a Request Each Selling Stockholder represents and warrants that certificates in negotiable form or upon notice that in book-entry form representing all of the Selling Entity has decided to include shares held by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, in the Proposed Sale, the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will, if requested by the Selling Entity, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Entity with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, pursuant hereto (such Selling Stockholder hereunder have been placed in custody under a "Custody Agreement relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing 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 such Selling Stockholder as provided herein, 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. Each Selling Stockholder specifically agrees that the Shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorney-in-Fact by the Power of Attorney"), are to that extent irrevocable. The Custody Each Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and Power of Attorney will providethe Custody Agreement, among other things, that and actions taken by the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorneyAttorney-in-fact named therein a certificate Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or certificates representing such shares other event had not occurred, regardless of Surviving Corporation Common Stock (duly endorsed in blank by whether or not the registered owner or owners thereof) and irrevocably appoint said custodian and attorneyCustodian, the Attorney-in-fact as the Purchaser Fact, or the Purchaser's Estate's any of them, shall have received notice of such death, incapacity, termination, dissolution or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on the Purchaser's or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified thereinother event.

Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that (i) Each of the Selling Entity has decided Stockholders severally, and not jointly, represents and warrants that all of the Shares to include shares held be sold by such Selling Stockholders hereunder have been, or will be, prior to the PurchaserClosing Date, the Purchaser's Estate or the Purchaser's Trust, as the case may beplaced in custody under a Custody Agreement relating to such Shares, in the Proposed Saleform heretofore furnished to you, duly executed and delivered or to be delivered prior to the Purchaser or the Purchaser's Estate or Purchaser's TrustClosing Date, by such Selling Stockholder to Computershare Inc., as custodian (the case may be“Custodian”) and that such Selling Stockholder (other than AP Carib Holdings, willLtd. and Popular, if requested by Inc.) has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Entity, Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver a custody agreement and power this Agreement on behalf of attorney in form and substance satisfactory such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Entity Stockholders as provided therein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, pursuant hereto (a "Custody transactions contemplated by this Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Surviving Corporation Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and (ii) each of the Selling Stockholders severally, and not jointly, specifically agrees that the Shares held or to be held, prior to the Closing Date, in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and, if applicable, the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Stockholders specifically agrees that pursuant to the Power of Attorney the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, including by incapacity of any individual Selling Stockholder, or by the occurrence of any other event, except in the event of the death of the Selling Stockholder. If any individual Selling Stockholder should become incapacitated, or if any other such event should occur, before the delivery of the Shares hereunder, such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the Purchaser's or terms and conditions of this Agreement and the Purchaser's Estate's or Purchaser's Trust'sCustody Agreement, as and actions taken by the case may be, behalf with respect Attorneys-in-Fact pursuant to the matters specified thereinPowers of Attorney shall be as valid as if such incapacity or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such incapacity or other event.

Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that Each of the Selling Entity has decided to include shares held by Stockholders represents and warrants that certificates in negotiable form or in book-entry form representing all of the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may be, in the Proposed Sale, the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will, if requested by the Selling Entity, execute and deliver a custody agreement and power of attorney in form and substance satisfactory to the Selling Entity with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by such Selling Stockholders hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the Purchaser form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to American Stock Transfer & Trust Company, LLC as custodian (the “Custodian”), and that such Selling Stockholder has duly executed and delivered Powers of Attorney, in the form heretofore furnished to you, appointing the person or the Purchaser's Estate or Purchaser's Trustpersons indicated in Schedule 2 hereto, and each of them, as the case may be, pursuant hereto (a "Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorneysuch Selling Stockholder’s Attorneys-in-fact named therein (the “Attorneys-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 herein, 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. Each of the Selling Stockholders specifically agrees that the Shares represented by the certificates held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Stockholders specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, whether by the death or incapacity of any individual Selling Stockholder, or, in the case of an estate or trust, by the death or incapacity of any executor or trustee or the termination of such estate or trust, or in the case of a certificate partnership, corporation or similar organization, by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any individual Selling Stockholder or any such executor or trustee should die or become incapacitated, or if any such estate or trust should be terminated, or if any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery of the Shares hereunder, certificates representing such shares Shares shall be delivered by or on behalf of Surviving Corporation Common Stock (duly endorsed such Selling Stockholder in blank accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the registered owner or owners thereof) and irrevocably appoint said custodian and attorneyAttorneys-in-fact Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Purchaser or Custodian, the Purchaser's Estate's or Purchaser's Trust's, as the case may be, agent and attorneyAttorneys-in-fact with full power and authority to act under the Custody Agreement and Power Fact, or any of Attorney on the Purchaser's them, shall have received notice of such death, incapacity, termination, dissolution or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, behalf with respect to the matters specified thereinother event.

Custody Agreement and Power of Attorney. Upon delivering a Request or upon notice that (i) Each of the Selling Entity has decided Stockholders severally, and not jointly, represents and warrants that all of the Shares to include shares held be sold by the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case may besuch Selling Stockholders hereunder have been placed in custody under a Custody Agreement relating to such Shares, in the Proposed Saleform heretofore furnished to you, the Purchaser or the Purchaser's Estate or Purchaser's Trustduly executed and delivered by such Selling Stockholder to Computershare Inc., as custodian (the case may be“Custodian”) and that such Selling Stockholder (other than AP Carib Holdings, willLtd. and Popular, if requested by Inc.) has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing the person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Entity, Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in Fact”) with authority to execute and deliver a custody agreement and power this Agreement on behalf of attorney in form and substance satisfactory such Selling Stockholder, to determine the purchase price to be paid by the Underwriters to the Selling Entity Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to the shares of Surviving Corporation Common Stock which are Shares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection with the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, pursuant hereto (a "Custody transactions contemplated by this Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Purchaser or the Purchaser's Estate or Purchaser's Trust, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Surviving Corporation Common Stock (duly endorsed in blank by the registered owner or owners thereof) and irrevocably appoint said custodian and attorney-in-fact as the Purchaser or the Purchaser's Estate's or Purchaser's Trust's, as the case may be, agent and attorney-in-fact with full power and authority to act under the Custody Agreement and (ii) each of the Selling Stockholders severally, and not jointly, specifically agrees that the Shares held in custody for such Selling Stockholder under the Custody Agreement, are subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such custody, and, if applicable, the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Each of the Selling Stockholders specifically agrees that pursuant to the Power of Attorney the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law, including by incapacity of any individual Selling Stockholder, or by the occurrence of any other event, except in the event of the death of the Selling Stockholder. If any individual Selling Stockholder should become incapacitated, or if any other such event should occur, before the delivery of the Shares hereunder, such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the Purchaser's or terms and conditions of this Agreement and the Purchaser's Estate's or Purchaser's Trust'sCustody Agreement, as and actions taken by the case may be, behalf with respect Attorneys-in-Fact pursuant to the matters specified thereinPowers of Attorney shall be as valid as if such incapacity or other event had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such incapacity or other event.