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

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Underwriter, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx _________, _________ and Exxx X. Xxxxx, _________, or any of them, as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Robexx X. Xxxxxxxxx and Exxx X. XxxxxXxxxxxx, , or any of themXxq., as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx Benexxxx X. Xxxxx, Xxhn X. Xxxxxxxxxx xxx Donaxx X. Xxxxxxxxxxxx, or xx any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust CompanyBenexxxx X. Xxxxx, LLCXxhn X. Xxxxxxxxxx xxx Donaxx X. Xxxxxxxxxxxx, xx any of them, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxx X. Xxxxxxxxx and Exxx Xxxxxxx, Xxxxx X. Xxxxx, , Xxxxxxx or any either of them, them as attorney(s)-in-fact (the “Attorney(s)-in"ATTORNEY(S)-IN-Fact”FACT") and American Continental Stock Transfer & and Trust Company, LLC, as custodian (the “Custodian”"CUSTODIAN"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l)(ii) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept or direct payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterU.S. Representatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them________________, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC__________________, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement, the International Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter U.S. Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter U.S. Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement and the International Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterU.S. Representatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx Xxxxx X. Xxxxx, Xxxxx X. Xxxxx and Xxxxxx Xxxxxxxx, or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Agreement, the International Purchase Agreement and the Japanese Underwriting Agreement and the certificate referred to in Section 5(f5(o) or that may be required pursuant to Sections 5(x) and 5(y) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunderhereunder and thereunder, to determine the purchase price to be paid by the Underwriter U.S. Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderhereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement, the International Purchase Agreement and the Japanese Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Eric X. Xxxxxxxxx and Exxx X. Xxxxxxxx Dirk Xxxxxxxx, , or xx any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLCThe Bank of New York, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the any certificate referred that may be required pursuant to in Section 5(f) 5 on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunderunder this Agreement, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx ______________ and Exxx X. Xxxxx, , or any of them, ________________ as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC______________, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterGlobal Coordinator, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, with___________ as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC___________, as custodian (the “"Custodian”"); the Custodian is authorized by the Selling Shareholder to deliver the International Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(k) and 5(l) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter International Managers the International Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter International Managers to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the International Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of themXxxxxxxx Xxxxxx, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLCFirst Union National Bank, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(m) and 5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx Walter E. Johnson, Paul B. Murphy, Jr. and Exxx X. XxxxxDavid C. Farries, ox xxx xx xxxx, or any xx axxxxxxxx-xx-xxxx (xhe "Xxxxxxxxx-xx-Xxxx"), and Southwest Bancorporation of themTexas, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLCInc., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Irrevocable Power of Attorney with [Ronaxx X. Xxxxxxxx xxx Donaxx X. Xxxxx, Xx.], xr either of them, as attorney-in-fact (the "Attorney-in-Fact") and the Custody Agreement with the Company as custodian (the "Custodian")(together, the "Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”Agreement"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(1) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement (the "Power-of-Attorney") with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, the Company as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and the Custody Agreement (the "Custody Agreement") with American Stock Transfer & and Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities Common Shares to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities Common Shares to be sold by such Selling Stockholder hereunderhereunder and thereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities Common Shares to be sold by such Selling Stockholder hereunderhereunder and thereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative(s), the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx C. Xxxxxx Xxxxx and Exxx Xxxx X. Xxxxx, , or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC[transfer agent], as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterLead Managers, the Power of Attorney and Custody Agreement with Axxxxx John X. Xxxxxxxxx and Exxx Xxxxx xxx Jonaxxxx X. XxxxxXxxxxxxx, , or any xx either of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys- in-Fact”") and American Stock Transfer & Trust the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter International Managers the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them____________, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC___________, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative(s), the Power of Attorney and Custody Agreement with Axxxxx Kevix X. Xxxxxxxxx and Exxx XxXxxxx xxx Jere X. XxxxxXxxxxxxx, , or any of them, as Xx. xx attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC, the Company as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, Nxxx Nxxxxxx Xxxx as attorney(s)-inattorney-in-fact (the “Attorney(s)-inAttorney-in-Fact”) and American Stock Transfer & Trust Company, LLC, the Custody Agreement with the Company as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(j) or that may be required pursuant to Sections 5(o) and 5(p) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxx X. Xxxxxxxxx Xxxxxxx and Exxx Xxxxxxx X. Xxxxx, , or any and each of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney Agreement appointing the persons indicated in Schedule B hereto, and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any each of them, as attorney(s)-insuch Selling Shareholder's attorneys-in-fact (the “Attorney(s)-in"Attorneys-in- Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) hereof or that may be required pursuant to Sections 5(l) and 5(m) hereof on behalf of such Selling StockholderShareholder, to execute and deliver the U.S. Purchase Agreement and any certificates that may be required thereunder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and under the U.S. Purchase Agreement, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereofhereof and as provided in the U.S. Purchase Agreement, to authorize the delivery of the International Securities to be sold by such Selling Stockholder hereunderShareholder hereunder and the delivery of the U.S. Securities under the U.S. Purchase Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement and the U.S. Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx ____________, ____________ and Exxx X. Xxxxx, ____________, or any of them, as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC____________, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx Rafael Arrillaga-Torrens, Jr. and Exxx X. Xxxxx, Yadira R. Mercado, or any either of themxxxx, as attorney(s)-inxx xxxxxxxx(x)-xx-fact xxxx (the “Attorney(s)-in"Xxxxxxxx(x)-xx-Fact”Xact") and American Stock Transfer & Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(m) and 5(n) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form forms heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx W. MxXxxx Xxxwoody, Willxxx X. Xxxxxxxxx and Exxx XxxXxxxxx xxx Joel X. Xxxxx, , or Xxxxx xx any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLCTexas Commerce Bank National Association, as custodian (the “"Custodian”"); the Custodian is authorized to exchange the Exchangeable Shares or exercise options under designated option agreements, if applicable, and to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe requisite Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx J. Xxxx Xxxxxxx, III, Xxxxxxxxxxx X. Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx X. X. Xxxxx and Exxx Xxxxx X. Xxxxx, , Xxxx or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer Xxxxxx, Hall & Trust Company, LLCXxxxxxx, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(k) and 5(l) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter International Managers the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of themXxxxxxx, as attorney(s)-inattorney-in-fact (the “Attorney(s)-inAttorney-in-Fact”) ), and American Stock Transfer & Trust CompanyLaSalle Bank, LLCN.A., as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(e) or that may be required pursuant to Section 5(k) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Richxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-inXxxx xx attorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC, the Custody Agreement with LaSalle National Bank as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Paul X. Xxxxxxxxx and Exxx X. Xxxxxxxx xxx Rajix Xxxxx, , or any xx either of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLCthe Custody Agreement with [Boston Equiserve], as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterLead Managers, the Power of Attorney and Custody Agreement with Axxxxx Xxxxxx X. Xxxxxxxxx Xxx and Exxx Xxxxxx X. Xxxxx, Xx., or any of them, as attorney(s)-in-fact (the “Attorney(s)-in"Attorney(s)- in-Fact”") and American Stock Transfer & Trust CompanyPlaytex Products, LLCInc., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter International Managers the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter International Managers to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. U. Xxxxxxx Xxxxx, Xx. and M. Xxxxx Xxxxxxxx as attorneys-in- fact (each, or any of theman "Attorney-in-Fact") and SunTrust Bank, Atlanta, as attorney(s)-in-fact depositary (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”"Depositary"); the Custodian Depositary is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterGlobal Coordinator, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, with___________ as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC___________, as custodian (the “"Custodian”"); the Custodian is authorized by the Selling Shareholder to deliver the U.S. Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(k) and 5(l) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter U.S. Underwriters the U.S. Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter U.S. Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the U.S. Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.. 14 10

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative(s), the Power of Attorney and Custody Agreement with Axxxxx Josexx X. Xxxxxxxxx and Exxx Xxxx xxx Lee X. XxxxxXxxxxxxxxxx, , or xx any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLCCapitol Bancorp Ltd., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, J. Xxxxxxxxxxx Xxxxxxx as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLCLaSalle Bank National Association, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section 5(n) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterXxxxxxx Xxxxx, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx _______________ and Exxx X. Xxxxx, , or any of them, _______________ as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorneyof the Attorneys-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) hereof or that may be required pursuant to Section 5(m)(i) hereof on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-inAttorneys-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The -------------------------------------------------------- Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, __________, or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in- Fact”") and American Stock Transfer & Trust the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(o) and 5(p) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, * as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC* , as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterU.S. Representatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, o, or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLCo, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter U.S. Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter U.S. Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the U.S. Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, ____, or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC____, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunderunder this Agreement, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a2(b) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx Xxxxx X. Xxxxx, , or any of themW. Xxxxx Xxxx and Xxxxxx Xxxxxxx, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-inAttorneys-in-Fact”) and American Stock Transfer & Trust the Custody Agreement with the Company, LLC, as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder Shareholder under this Agreement and to accept payment therefortherefore; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) of this Agreement or that may be required pursuant to Sections 5(l) and 5(m) of this Agreement on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunderShareholder under this Agreement, to determine the purchase price to be paid by the Underwriter Underwriters and to such Selling StockholderShareholder, as provided in Section 2(a) hereofof this Agreement, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunderShareholder under this Agreement, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, Xxxxxxx, or any of them, as attorney(s)-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of themXxxxxx, as attorney(s)-inattorney-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(m) and 5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the Underwriter, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, [attorneys-in-fact], or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust CompanyComputershare, LLCInc., as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney with Hong Xxxxx Xx and Custody Agreement with Axxxxx Xxxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, Sophie as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Companythe Custody Agreement with Fleet National Bank (formerly known as BankBoston, LLC, N. A.) as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section 5(n) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney with Xxxx X. Xxxxx and Custody Agreement with Axxxxx Xxxxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, Xxxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys- in-Fact”") and the Custody Agreement with American Stock Transfer & and Trust Company, LLC, Company as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section 5(m) on behalf of such the Selling Stockholder, to sell, assign assign, and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative(s), the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-inBrex Xxxxxxxx xxd Petxx Xxxxxxx xx attorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & First Chicago Trust Company, LLCCompany of New York, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterUnderwriters, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, [attorneys-in-fact], or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLC[Computershare Inc.], as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(a)(vi) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The -------------------------------------------------------- Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney with Xxxx X. Xxxxx and Custody Agreement with Axxxxx Xxxxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, Xxxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and the Custody Agreement with American Stock Transfer & and Trust Company, LLC, Company as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l) on behalf of such the Selling Stockholder, to sell, assign assign, and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form forms heretofore furnished to the UnderwriterLead Managers, the Power of Attorney and Custody Agreement with Axxxxx W. MxXxxx Xxxwoody, Willxxx X. Xxxxxxxxx and Exxx XxxXxxxxx xxx Joel X. Xxxxx, , Xxxff or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLCTexas Commerce Bank National Association, as custodian (the “"Custodian”"); the Custodian is authorized to exchange the Exchangeable Shares or exercise options under designated option agreements, if applicable, and to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorneythe requisite Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Scotx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-inXxxxxxx xx attorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Firstar Trust Company, LLC, Company as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(k) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney with Xxxx X. Xxxxx and Custody Agreement with Axxxxx Xxxxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, Xxxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and the Custody Agreement with American Stock Transfer & and Trust Company, LLC, Company as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(l) on behalf of such the Selling StockholderShareholder, to sell, assign assign, and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.. 10

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx Tracy T. Rudolph and Exxx X. Xxxxx, David Zalman, or any of them, as attorney(s)-inattorneys-fact in-xxxx (the “Attorney(s)-inxxx "Xxxxrneys-Fact”xx-Xxxx") and xnd American Stock Securities Transfer & Trust CompanyTrust, LLCInc., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , Xxxxxxx Xx or any of them, Xxxxx Xxxx Xxx Xxxx as attorney(s)-inattorney-in-fact (the “Attorney(s)-inAttorney-in-Fact”) and American Stock Transfer & Trust the Company, LLC, as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(k) or that may be required pursuant to Sections 5(q) and 5(r) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and the Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. XxxxxAgreement; by entering into the Custody Agreement, , or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”); such Selling Stockholder has authorized the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each by entering into the Power of Attorney, such Selling Stockholder has authorized either of the Attorneys-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(g) or that may be required pursuant to Section 5(n) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderStockholder (except for Zurich International (Bermuda) Ltd., Fidelity and Deposit Company of Maryland, Xxxxxx Corporation, Maryland Casualty Company, Universal Underwriters Insurance and Fidelity Life Association, A Mutual Legal Reserve Company who have participated directly in the determination of such purchase price), as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting AgreementAgreement to the extent set forth in the applicable Power of Attorney.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any [Name of them, Attorney-in-Fact] as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC[Name of Custodian], as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxxxx and Exxx X. Xxx Xxxxx, , or any of them, as attorney(s)-inattorneys-in-fact (each, an “Attorney in Fact” and collectively, the “Attorney(s)-inAttorneys-in-Fact”) and American Stock Transfer & EquiServe Trust Company, LLC, N.A. as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of themAvi D. Eden, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterLead Managers, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them________________, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC__________________, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement, the U.S. Purchase Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter International Managers the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter International Managers to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement and the U.S. Purchase Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the Underwriter-12- 13 Representatives, the Power of Attorney and Custody Agreement with Axxxxx Willxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, as attorney(s)-inXxxxxx xx attorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”) "), and American Stock Transfer & Trust CompanyWillxxx X. Xxxxxx, LLC, as xx custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder HIG has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx _______ and Exxx X. Xxxxx, ________, or any of them, as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC_________, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder HIG hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderHIG, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder HIG hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderHIG, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder HIG hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder HIG in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. U. Xxxxxxx Xxxxx, , or any of them, Xx. and M. Xxxxx Xxxxxxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-ineach, an "Attorney-in-Fact”") and American Stock Transfer & Trust CompanySunTrust Bank, LLCAtlanta, as custodian depositary (the “Custodian”"Depositary"); the Custodian Depositary is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterUnderwriters, the Power of Attorney and Custody Agreement with Axxxxx X. R. Xxxxx Xxxxxxxxx and Exxx Xxxxxx X. Xxxxx, Xxxxxxxx, or any of them, as attorney(s)-in-fact (the “Attorney(s)-in-Fact”) and American Stock Transfer & Trust Company, LLCComputershare Inc., as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(a)(vi) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, ., or any of them, as attorney(s)-in-fact (the “Attorney(s)-in"Attorney(s)- in-Fact”") and American Stock Transfer & Trust Company, LLC., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each [each/the] Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(q) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterMerrxxx Xxxcx, the xxe Power of Attorney and Custody Agreement with Axxxxx Davix X. Xxxxxxxxx and Exxx Xxxxxxx xxx Briax X. Xxxxx, , or any of them, as attorney(s)-inXxxxx xx attorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorneyof the Attorneys-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) hereof or that may be required pursuant to Section 5(m)(ii) hereof on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx Xxxxx Xxxxx and Exxx X. Xxxxx, , or any of them, Xxxx Xxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-inAttorneys-in-Fact”) and American Stock Transfer & Trust Company, LLC, as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorneythe Attorneys-in-Fact is are authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f5(j) or that may be required pursuant to Section(s) 5(o) and 5(p) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. XxxxxBeat Xxxxxxxxxxxxx, , or any in his capacity as Head of themTreasury of Swisscom AG, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Xxxxxxx Xxxxx, in his capacity as Assistant General Counsel to the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx and Exxx Xxxxxxx X. Xxxxx, Xxxxxx, or any either of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust the Company, LLC, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly authorized, executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, [_______], or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC[_____], as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(m) and 5(n) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder has Each of NCC and Sorexxxx xxx duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx _______ and Exxx X. Xxxxx, ________, or any of them, as attorney(s)-in-fact (the “"NCC Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLC_________, as custodian (the “"NCC Custodian”)") and with ______________ and ______________, or any of them, as attorney(s)-in-fact (the "Sorexxxx Xxxorney(s)-in-Fact") and _____________, as custodian (the "Sorexxxx Xxxtodian") respectively; each of the NCC Custodian and the Sorexxxx Xxxtodian is authorized to deliver the Securities to be sold by such the applicable Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such -------------------------------------------------------- Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them__________, as attorney(s)-inattorney-in-fact (the “Attorney(s)-in"Attorney-in-Fact”") and American Stock Transfer & Trust Company, LLC[ ], as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(p) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Each Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Mxxxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of themXxxxxx, as attorney(s)-inattorney-in-fact (the “Attorney(s)-inAttorney-in-Fact”) ), and American Stock Transfer & Trust Company, LLCthe Bank, as custodian (the “Custodian”); the . The Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each . The Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx Xxxxxx Xxxxxx, Xxxx X. Xxxxxxxxx Xxxxxxx and Exxx Xxxxxx X. Xxxxx, , or any of them, Xxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Computershare Trust Company, LLCInc., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) hereof or that may be required pursuant to Section 5(l) and 5(m) hereof on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentatives, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, [Names of Attorneys-in-Fact], or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & Trust Company, LLC[Name of Custodian], as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(1) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterUnderwriters, the Power of Attorney and Custody Agreement with Axxxxx S. Kennxxx Xxxxxxxxx xxx Barbxxx X. Xxxxxxxxx and Exxx X. XxxxxXxxxxxx, , or xx any of them, as attorney(s)-in-fact (the “"Attorney(s)-in-Fact”") and American Stock Transfer & Trust Company, LLCBankBoston, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) and 5(m) on behalf of such the Selling Stockholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling Stockholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such The Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative, the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx and Exxx X. Xxxxx, , or any of them, [●] as attorney(s)-inattorney-in-fact (the “Attorney(s)-inAttorney-in-Fact”) and American Stock Transfer & Trust Company, LLC[●], as custodian (the “Custodian”); the Custodian is authorized to deliver the Securities to be sold by such the Selling Stockholder Shareholder hereunder and to accept payment therefor; and each the Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section 5(q) on behalf of such the Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such the Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such the Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such the Selling Stockholder Shareholder in connection with this Underwriting Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative(s), the Power of Attorney and Custody Agreement with Axxxxx X. Xxxxxxxxx Xxxx Xxxxxxxx and Exxx X. Xxxxx, , or any of them, Xxxxx Xxxxxxx as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer & EquiServe Trust Company, LLCCompany N.A., as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the applicable Terms Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Sections 5(l) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement and the applicable Terms Agreement.

Due Execution of Power of Attorney and Custody Agreement. Such Selling Stockholder Shareholder has duly executed and delivered, in the form heretofore furnished to the UnderwriterRepresentative, the Power of Attorney and Custody Agreement with Axxxxx Xxxxxx X. Xxxxxxxxx Xxxxxx and Exxx Xxxx X. Xxxxx, Xxxxxx, or any of them, as attorney(s)-inattorneys-in-fact (the “Attorney(s)-in"Attorneys-in-Fact”") and American Stock Transfer Xxxxxx, XxXxxxxxx & Trust CompanyFish, LLCLLP, as custodian (the “"Custodian”"); the Custodian is authorized to deliver the Securities to be sold by such Selling Stockholder Shareholder hereunder and to accept payment therefor; and each Attorney-in-Fact is authorized to execute and deliver this Underwriting Agreement and the certificate referred to in Section 5(f) or that may be required pursuant to Section(s) 5(l) and 5(m) on behalf of such Selling StockholderShareholder, to sell, assign and transfer to the Underwriter Underwriters the Securities to be sold by such Selling Stockholder Shareholder hereunder, to determine the purchase price to be paid by the Underwriter Underwriters to such Selling StockholderShareholder, as provided in Section 2(a) hereof, to authorize the delivery of the Securities to be sold by such Selling Stockholder Shareholder hereunder, to accept payment therefor, and otherwise to act on behalf of such Selling Stockholder Shareholder in connection with this Underwriting Agreement.