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

Custody Agreement and Power of Attorney. Such Selling Stockholder represents and warrants that all of the Shares to be sold be the Selling Stockholder hereunder have been placed in custody under a Custody Agreement related to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Computershare Inc., as custodian (the “Custodian”). Such Selling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. xx Xxxxx, and each of them, as such Selling Stockholder’s Attorneys-in-fact (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 Underwriter 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. Such Selling Stockholder specifically agrees that the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extent irrevocable. Such 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, such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Attorneys-in-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 Custodian, Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

Custody Agreement and Power of Attorney. Such Each of the Selling Stockholder Stockholders represents and warrants that certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholders hereunder, or, in the case holders of warrants or shares 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 such Selling Stockholder hereunder hereunder, as the case may be, have been placed in custody under a Custody Agreement related relating to such SharesShares or instruments, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Computershare Inc.Xxxxx Fargo Bank, National Association, as custodian (the “Custodian”). Such , and that such Selling Stockholder has duly executed and delivered a Power Powers of Attorney, in the form heretofore furnished to you, appointing Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. xx Xxxxxthe person or persons indicated in Schedule II hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (the “Attorneys-in-Fact” or any one of them the “Attorney-in 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 Underwriter to such Selling Stockholder as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder hereunder, to exercise any warrants or convert any shares of Preferred Stock placed in custody under the Custody Agreement, and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Such Each of the Selling Stockholder 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. Such Each of the Selling Stockholder 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 corporation, limited liability company or similar organization, by the dissolution of such partnership, corporation 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 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 the Custody Agreement, and actions taken by the Attorneys-in-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 Custodian, the Attorneys-in-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 Underwriters shall be deemed a representation and warranty by such Selling Stockholder to each Underwriter as to the matters covered thereby

Custody Agreement and Power of Attorney. Such Each of the Selling Stockholder Stockholders represents and warrants that certificates in negotiable form or in book-entry form representing all of the Shares to be sold by such Selling Stockholders hereunder (other than any such Shares to be issued upon the Selling Stockholder hereunder exercise of Options, with respect to which duly completed and executed irrevocable Option exercise notices in the forms specified by the relevant Option Agreement have been executed and delivered to the Company, and for which the Company shall provide the Custodian instructions to issue upon the Closing Date or the Additional Closing Date, as the case may be) have been placed in custody under a Custody Agreement related relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Computershare Inc.American Stock Transfer & Trust Company, LLC as custodian (the “Custodian”). Such , and that such Selling Stockholder has duly executed and delivered a Power Powers of Attorney, in the form heretofore furnished to you, appointing Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. xx Xxxxxthe person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (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 Underwriter Underwriters to such the Selling Stockholder Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to 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. Such Each of the Selling Stockholder Stockholders specifically agrees that the Shares represented by the certificates, or the irrevocable Option exercise notice, in either case, 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. Such Each of the Selling Stockholder 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 the Custody Agreement, and actions taken by the Attorneys-in-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 Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

Custody Agreement and Power of Attorney. Such Each of the Selling Stockholder Stockholders represents and warrants that certificates in negotiable form or in book-entry form representing all of the Shares to be sold by such Selling Stockholders hereunder (other than any such Shares to be issued upon the Selling Stockholder hereunder exercise of Options, with respect to which duly completed and executed irrevocable Option exercise notices in the forms specified by the relevant Option Agreement have been executed and delivered to the Company, and for which the Company shall provide the Custodian instructions to issue upon the Closing Date) have been placed in custody under a Custody Agreement related relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Computershare Inc.American Stock Transfer & Trust Company, LLC as custodian (the “Custodian”). Such , and that such Selling Stockholder has duly executed and delivered a Power Powers of Attorney, in the form heretofore furnished to you, appointing Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. xx Xxxxxthe person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (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 Underwriter Underwriters to such the Selling Stockholder Stockholders as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder hereunder, and otherwise to act on behalf of such Selling Stockholder in connection with the transactions contemplated by this Agreement and the Custody Agreement. Such Each of the Selling Stockholder 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. Such Each of the Selling Stockholder 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 the Custody Agreement, and actions taken by the Attorneys-in-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 Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.

Custody Agreement and Power of Attorney. Such (i) Each of the Selling Stockholder Stockholders severally, and not jointly, represents and warrants that all of the Shares to be sold be the by such Selling Stockholder Stockholders hereunder have been been, or will be, prior to the Closing Date, placed in custody under a Custody Agreement related relating to such Shares, in the form heretofore furnished to you, duly executed and delivered or to be delivered prior to the Closing Date, by such Selling Stockholder to Computershare Inc., as custodian (the “Custodian”). Such ) and that such Selling Stockholder (other than AP Carib Holdings, Ltd. and Popular, Inc.) has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you, appointing Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. xx Xxxxxthe person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (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 Underwriter Underwriters to such the Selling Stockholder Stockholders as provided hereintherein, 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 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. Such Agreement and (ii) each of the Selling Stockholder 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. Such Each of the Selling Stockholder 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, whether including 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, except in the event of the death of the Selling Stockholder. 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, such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and actions taken by the Attorneys-in-Fact pursuant to the Powers of Attorney shall be as valid as if such death, incapacity, termination, dissolution 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 death, incapacity, termination, dissolution incapacity or other event.

Custody Agreement and Power of Attorney. Such The Selling Stockholder represents and warrants that certificates in negotiable form or in book-entry form representing all of the Shares to be sold be the by such Selling Stockholder 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 relevant Option Agreement have been executed and delivered to the Company, and for which the Company shall provide the Custodian instructions to issue upon the Closing Date) have been placed in custody under a Custody Agreement related relating to such Shares, in the form heretofore furnished to you, duly executed and delivered by such Selling Stockholder to Computershare Inc.American Stock Transfer & Trust Company, LLC as custodian (the “Custodian”). Such , and that such Selling Stockholder has duly executed and delivered a Power Powers of Attorney, in the form heretofore furnished to you, appointing Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx and Xxxxxx X. xx Xxxxxthe person or persons indicated in Schedule 2 hereto, and each of them, as such Selling Stockholder’s Attorneys-in-fact (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 Underwriter Underwriters to such the Selling Stockholder as provided herein, to authorize the delivery of the Shares to be sold by such Selling Stockholder hereunder hereunder, to authorize (if applicable) the exercise of the Options to be exercised with respect to 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. Such The Selling Stockholder specifically agrees that the Shares represented by the certificates, or the irrevocable Option exercise notice, in either case, 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. Such The 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 the Custody Agreement, and actions taken by the Attorneys-in-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 Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination, dissolution or other event.