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

Power of Attorney; Custody Agreement. Each Appointing Shareholder has duly authorized (if such Appointing Shareholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx and Sxxxxxx Xxxxxxx as such Appointing Shareholder’s attorney-in-fact (with respect to such Appointing Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Shareholder, “its Custody Agreement”) with Continental Stock Transfer & Trust Company, a New York corporation, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; such Appointing Shareholder has placed in custody, pursuant to such Custody Agreement, for delivery under this Agreement, security entitlements representing the shares of the Securities to be sold by such Appointing Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of such Appointing Shareholder.

Power of Attorney; Custody Agreement. Each Such Appointing Shareholder has duly authorized (if such Appointing Shareholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx X. Xxxxxx and Sxxxxxx Xxxxxxx Xxxxx as such Appointing Shareholder’s attorney-in-fact (with respect to such Appointing Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Shareholder, its “its Custody Agreement”) with Continental American Stock Transfer & Trust Company, a New York corporationLLC, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; such Appointing Shareholder has placed in custody, pursuant to such Custody Agreement, for delivery under this Agreement, security entitlements representing the shares of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of such Appointing Shareholder.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder Selling Stockholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing ShareholderSelling Stockholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx Xxxxxx Xxxxxx, III, Xxxx Xxxxxxx and Sxxxxxx Xxxxxxx Xxxx Xxxxxx as such Appointing ShareholderSelling Stockholder’s attorney-in-fact (with respect to such Appointing ShareholderSelling Stockholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and and, if applicable, a Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Shareholder, “its Custody Agreement”) with Continental American Stock Transfer & Trust Company, a New York corporationLLC, as custodian (the “Custodian”); each of its Power of Attorney and and, if applicable, its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(l) and 5(n)(7) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder Selling Stockholder under this Agreement and to accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such Securities or a stock power or powers with respect thereto and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement and the transactions contemplated hereby; and the Securities to be sold by such Selling Stockholder pursuant to this Agreement are subject to the interests of the Underwriters hereunder; each , and the arrangements made by such Power Selling Stockholder for the custody of Attorney grants such Securities, if applicable, and the appointment by such Selling Stockholder of the Attorneys-in-Fact full power Fact, are to that extent irrevocable; and the obligations of substitutionsuch Selling Stockholder hereunder and thereunder shall not be terminated by operation of law or, and full authority (exercisable if such Selling Stockholder is a natural person, by the death or incapacity of such Selling Stockholder or, if such Selling Stockholder is an estate or trust, by the death or incapacity of any executor or trustee or the termination of any such estate or trust, or, if such Selling Stockholder is a corporation, partnership, limited liability company or other entity, by the dissolution of such corporation, partnership, limited liability company or other entity, as the case may be, or by any one other event; if such Selling Stockholder or more of themany such executor or trustee (if such Selling Stockholder is a natural person) to execute and deliver this Agreement and to take should die or become incapacitated, or if any such estate or trust should be terminated, or if any such corporation, partnership, limited liability company or other entity should be dissolved, or if any such other action as may event should occur, before delivery of the Securities to be necessary sold by such Selling Stockholder hereunder, such Securities shall be delivered by or desirable to carry out the provisions hereof on behalf of such Appointing ShareholderSelling Stockholder in accordance with the terms and conditions of this Agreement and, if applicable, its Custody Agreement and all actions taken by any Attorney-in-Fact pursuant to its Power of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, any Attorney-in-Fact or any other person shall have received notice of such death, incapacity, termination, dissolution or other event. If such Selling Stockholder’s name on Exhibit H hereto is marked with ‘*’, each representation, warranty or other reference to a Custody Agreement throughout this Agreement shall be applicable to such Selling Stockholder.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder is not a natural personapplicable), executed and delivered a Power of Attorney (a “"Power of Attorney” " and, with respect to such Appointing ShareholderSelling Stockholder, “"its Power of Attorney”") appointing each of Rxxxxxx Xxxxx __________________ and Sxxxxxx Xxxxxxx ________________ as such Appointing Shareholder’s Selling Stockholder's attorney-in-fact (with respect to such Appointing ShareholderSelling Stockholder, collectively, the “"Attorneys-in-Fact” " and, individually, an “"Attorney-in-Fact”"), and a Letter of Transmittal and Custody Agreement (a “"Custody Agreement” " and, with respect to such Appointing ShareholderSelling Stockholder, “"its Custody Agreement”") with Continental U.S. Stock Transfer & Trust Company, a New York corporationCorporation, as custodian (the “"Custodian”"); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ ' rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder's Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(k) and 5(n) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver Selling Stockholder under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Stockholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Shareholder has duly authorized (if such Appointing Shareholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxxxx Xxxxx and Sxxxxxx Xxxxxxx Xxxxxxx as such Appointing Selling Shareholder’s attorney-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and (x) a Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Shareholder, “its Custody Agreement”) with Continental Stock Transfer & Trust Company, a New York corporation, as custodian (the “Custodian”), in the case of any Appointing Shareholder who is not selling Optionholder Shares, and (y) an Option Exercise Notice (an “Exercise Notice”), in the case of any Appointing Shareholder who is selling Optionholder Shares to be issued directly to the Underwriters at the Closing Time; each of its Power of Attorney and its Custody Agreement or Exercise Notice, as applicable, constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; to the extent applicable, such Appointing Selling Shareholder has placed in custody, pursuant to such Custody Agreement, for delivery under this Agreement, security entitlements representing the shares of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of such Appointing Selling Shareholder.

Power of Attorney; Custody Agreement. Each Appointing Such Selling Shareholder has duly authorized (if such Appointing Shareholder is not a natural personapplicable), executed and delivered a Power power of Attorney attorney (a “Power of Attorney” and, with respect to such Appointing Selling Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx and Sxxxxxx Xxxxxxx as such Appointing Selling Shareholder’s attorneyattorneys-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Selling Shareholder, “its Custody Agreement”) with Continental Stock Transfer & Trust Company, a New York corporation, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Shareholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(k) and 5(m) hereof on behalf of such Selling Shareholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Shareholder for delivery the Securities to be sold by such Selling Shareholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Shareholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Shareholder The Selling Stockholder has duly authorized (if such Appointing Shareholder is not a natural person)authorized, executed and delivered a Power of Attorney (a the “Power of Attorney” and, with respect to such Appointing Shareholder, “its Power of Attorney”) appointing each Xxxxx X. Xxxxxxxx, Chief Financial Officer of Rxxxxxx Xxxxx and Sxxxxxx Xxxxxxx the Company, as such Appointing Shareholderthe Selling Stockholder’s attorney-in-fact (with respect to such Appointing Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a the “Custody Agreement” and, with respect to such Appointing Shareholder, “its Custody Agreement”) with Continental American Stock Transfer & Trust Company, a New York corporationLLC, as custodian (the “Custodian”); each of its the Power of Attorney and its the Custody Agreement constitutes a valid and binding obligation of such Appointing Shareholderthe Selling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; such Appointing Shareholder has placed the Selling Stockholder’s Attorney-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(m) and 5(o)(6) hereof on behalf of the Selling Stockholder, pursuant to such Custody Agreement, determine the purchase price to be paid by the Underwriters to the Selling Stockholder for delivery the Securities to be sold by the Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by the Selling Stockholder under this Agreement and to authorize payment therefor to be deposited in an account with the Custodian pursuant to Section 2(c) herein, to endorse (in blank or otherwise) on behalf of the Selling Stockholder a stock power or powers relating to the shares of Voting Common Stock to be sold by the Selling Stockholder, and the Securities to be sold by the Selling Stockholder pursuant to this Agreement are subject to the interests of the Underwriters hereunder, and the arrangements made by the Selling Stockholder for the custody of such Appointing Shareholder Securities, and the appointment by the Selling Stockholder of the Attorney-in-Fact, are to that extent irrevocable; and the obligations of the Selling Stockholder hereunder and thereunder shall not be terminated by operation of law or, if such Selling Stockholder is a natural person, by the death or incapacity of such Selling Stockholder or, if such Selling Stockholder is an estate or trust, by the death or incapacity of any executor or trustee or the termination of any such estate or trust, or, if such Selling Stockholder is a corporation, partnership, limited liability company or other entity, by the dissolution of such corporation, partnership, limited liability company or other entity, as the case may be, or by any other event; if such Selling Stockholder or any such executor or trustee (if such Selling Stockholder is a natural person) should die or become incapacitated, or if any such estate or trust should be terminated, or if any such corporation, partnership, limited liability company or other entity should be dissolved, or if any such other event should occur, before delivery of the Securities to be sold by the Selling Stockholder hereunder; each , such Power Securities shall be delivered by or on behalf of Attorney grants the AttorneysSelling Stockholder in accordance with the terms and conditions of this Agreement and the Custody Agreement and all actions taken by the Attorney-in-Fact full power pursuant to the Power of substitutionAttorney shall be as valid as if such death, and full authority (exercisable by incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorney-in-Fact or any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf person shall have received notice of such Appointing Shareholderdeath, incapacity, termination, dissolution or other event.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder Selling Stockholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing ShareholderSelling Stockholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxx Xxx XxXxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxx and Sxxxxxx Xxxxxxx Xxxx Xxxxx as such Appointing ShareholderSelling Stockholder’s attorney-in-fact (with respect to such Appointing ShareholderSelling Stockholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and duly authorized, executed and delivered a Custody Agreement (a “Custody Agreement” and, with respect to such Appointing ShareholderSelling Stockholder, “its Custody Agreement”) with Continental Stock Transfer & Trust Company, a New York corporationComputershare Inc., as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency insolvency, fraudulent transfer reorganization, moratorium or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(l) and 5(n)(7) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder Selling Stockholder under this Agreement and to accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such Securities or a stock power or powers with respect thereto and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement and the transactions contemplated hereby; and the Securities to be sold by such Selling Stockholder pursuant to this Agreement are subject to the interests of the Underwriters hereunder; each , and the arrangements made by such Power Selling Stockholder for the custody of Attorney grants such Securities, and the appointment by such Selling Stockholder of the Attorneys-in-Fact full power Fact, are to that extent irrevocable; and the obligations of substitutionsuch Selling Stockholder hereunder and thereunder shall not be terminated by operation of law or, and full authority (exercisable if such Selling Stockholder is a natural person, by the death or incapacity of such Selling Stockholder or, if such Selling Stockholder is an estate or trust, by the death or incapacity of any executor or trustee or the termination of any such estate or trust, or, if such Selling Stockholder is a corporation, partnership, limited liability company or other entity, by the dissolution of such corporation, partnership, limited liability company or other entity, as the case may be, or by any one other event; if such Selling Stockholder or more of themany such executor or trustee (if such Selling Stockholder is a natural person) to execute and deliver this Agreement and to take should die or become incapacitated, or if any such estate or trust should be terminated, or if any such corporation, partnership, limited liability company or other entity should be dissolved, or if any such other action as may event should occur, before delivery of the Securities to be necessary sold by such Selling Stockholder hereunder, such Securities shall be delivered by or desirable to carry out the provisions hereof on behalf of such Appointing ShareholderSelling Stockholder in accordance with the terms and conditions of this Agreement and its Custody Agreement and all actions taken by any Attorney-in-Fact pursuant to its Power of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, any Attorney-in-Fact or any other person shall have received notice of such death, incapacity, termination, dissolution or other event.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder is not a natural personapplicable), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing ShareholderSelling Stockholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx Dxxxxxx X. Xxxxxxx and Sxxxxxx Xxxxxxx Rxxx X. Xxxxxxxx as such Appointing ShareholderSelling Stockholder’s attorney-in-fact (with respect to such Appointing ShareholderSelling Stockholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing ShareholderSelling Stockholder, “its Custody Agreement”) with Continental U.S. Stock Transfer & Trust Company, a New York corporationCorporation, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(k) and 5(n) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver Selling Stockholder under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Stockholder in connection with this Agreement and the transactions contemplated hereby. All representations and warranties made by such Selling Stockholder in its Power of Attorney and its Custody Agreement are true, complete and correct.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder Selling Stockholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing ShareholderSelling Stockholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxxx Xxxxxxxx and Xxxxx and Sxxxxxx Xxxxxxx Xxxxx as such Appointing ShareholderSelling Stockholder’s attorney-in-fact (with respect to such Appointing ShareholderSelling Stockholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing ShareholderSelling Stockholder, “its Custody Agreement”) with Continental American Stock Transfer & and Trust Company, a New York corporationLLC, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(k) and 5(n)(vii) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder Selling Stockholder under this Agreement and to accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such Securities or a stock power or powers with respect thereto and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement and the transactions contemplated hereby; and the Securities to be sold by such Selling Stockholder pursuant to this Agreement are subject to the interests of the Underwriters hereunder; each , and the arrangements made by such Power Selling Stockholder for the custody of Attorney grants such Securities, and the appointment by such Selling Stockholder of the Attorneys-in-Fact full power Fact, are to that extent irrevocable; and the obligations of substitutionsuch Selling Stockholder hereunder and thereunder shall not be terminated by operation of law or, and full authority (exercisable if such Selling Stockholder is a natural person, by the death or incapacity of such Selling Stockholder or, if such Selling Stockholder is an estate or trust, by the death or incapacity of any executor or trustee or the termination of any such estate or trust, or, if such Selling Stockholder is a corporation, partnership, limited liability company or other entity, by the dissolution of such corporation, partnership, limited liability company or other entity, as the case may be, or by any one other event; if such Selling Stockholder or more of themany such executor or trustee (if such Selling Stockholder is a natural person) to execute and deliver this Agreement and to take should die or become incapacitated, or if any such estate or trust should be terminated, or if any such corporation, partnership, limited liability company or other entity should be dissolved, or if any such other action as may event should occur, before delivery of the Securities to be necessary sold by such Selling Stockholder hereunder, such Securities shall be delivered by or desirable to carry out the provisions hereof on behalf of such Appointing ShareholderSelling Stockholder in accordance with the terms and conditions of this Agreement and its Custody Agreement and all actions taken by any Attorney-in-Fact pursuant to its Power of Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, any Attorney-in-Fact or any other person shall have received notice of such death, incapacity, termination, dissolution or other event.

Power of Attorney; Custody Agreement. Each Appointing Except in the case of the representations and warranties made by Brentwood (which has not entered into a Power of Attorney or Custody Agreement, as those terms are defined below), such Selling Shareholder has duly authorized (if such Appointing Selling Shareholder is not a natural person), ) executed and delivered a Power of Attorney (a “"Power of Attorney” " and, with respect to such Appointing Selling Shareholder, “"its Power of Attorney”") appointing each of Rxxxxxx Xxxxx and Sxxxxxx Xxxxxxx as such Appointing Selling Shareholder’s 's attorney-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “"Attorneys-in-Fact” " and, individually, an “"Attorney-in-Fact”"), and a Letter of Transmittal and Custody Agreement (a “"Custody Agreement” " and, with respect to such Appointing Selling Shareholder, “"its Custody Agreement”") with Continental Stock Transfer & Trust CompanyWachovia Bank, a New York corporationN.A., as custodian (the “"Custodian”"); , and each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ ' rights generally or by general equitable principles; , and each of such Appointing Selling Shareholder's Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in Sections 5( • ) and 5( • )( • ) hereof on behalf of such Selling Shareholder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder has placed in custody, for the Securities to be sold by such Selling Shareholder under this Agreement and the number of Securities to be sold (including pursuant to the Underwriters' over allotment option) by such Custody Agreement, for delivery Selling Shareholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Shareholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Shareholder and each Merger Shareholder has duly authorized (if such Appointing Shareholder or Merger Shareholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing Shareholder or Merger Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxxxx Xxxxx and Sxxxxxx Xxxxxxx Xxxxxxx as such Appointing Selling Shareholder’s attorney-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Shareholder or Merger Shareholder, “its Custody Agreement”) with Continental Stock Transfer & Trust Company, a New York corporation, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; such Appointing Selling Shareholder has placed in custody, pursuant to such Custody Agreement, for delivery under this Agreement, security entitlements representing the shares of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf of such Appointing Selling Shareholder.

Power of Attorney; Custody Agreement. Each Appointing Such Selling Shareholder has duly authorized (if such Appointing Shareholder is not a natural personapplicable), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing Selling Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Frank A. Lodzinski axx Xxxxxx X. Xxxxx and Sxxxxxx as sxxx Xxxxxxx as such Appointing ShareholderXxxreholder’s attorney-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Selling Shareholder, “its Custody Agreement”) with Continental Stock Transfer & Trust Company, a New York corporationWells Fargo Shareownxx Xxrvices, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Shareholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(l) and 5(n) hereof on behalf of such Selling Shareholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Shareholder for delivery the Securities to be sold by such Selling Shareholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Shareholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Such Selling Shareholder has duly authorized (if such Appointing Shareholder is not a natural personapplicable), executed and delivered a Power of Attorney (a “"Power of Attorney” " and, with respect to such Appointing Selling Shareholder, “"its Power of Attorney”") appointing each of Rxxxxxx Xxxxxx X. Xxxxxxxx, M.D. and Xxxxx and Sxxxxxx Xxxxxxx Xxxxxxxxx as such Appointing Selling Shareholder’s 's attorney-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “"Attorneys-in-Fact” " and, individually, an “"Attorney-in-Fact”"), and a Letter of Transmittal and Custody Agreement (a “"Custody Agreement” " and, with respect to such Appointing Selling Shareholder, “"its Custody Agreement”") with Continental Stock Transfer & Trust the Company, a New York corporation, as custodian (the “"Custodian”"); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ ' rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Shareholder's Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(k) and 5(n) hereof on behalf of such Selling Shareholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Shareholder for delivery the Securities to be sold by such Selling Shareholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Shareholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder is not a natural personapplicable), executed and delivered a Power of Attorney (a “"Power of Attorney” " and, with respect to such Appointing ShareholderSelling Stockholder, “"its Power of Attorney”") appointing each of Rxxxxxx Xxxxx and Sxxxxxx Xxxxxxx the attorneys-in-fact named therein as such Appointing Shareholder’s Selling Stockholder's attorney-in-fact (with respect to such Appointing ShareholderSelling Stockholder, collectively, the “"Attorneys-in-Fact” " and, individually, an “"Attorney-in-Fact”"), and a Custody Agreement (a “"Custody Agreement” " and, with respect to such Appointing ShareholderSelling Stockholder, “"its Custody Agreement”") with Continental Stock Transfer & Trust the Company, a New York corporation, as custodian (the “"Custodian”"); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ ' rights generally or by general equitable principles; such Appointing Shareholder has placed in custody, pursuant to such Custody Agreement, for delivery under this Agreement, security entitlements representing the shares of the . The Securities to be sold by such Appointing Shareholder hereunder; each Selling Stockholder pursuant to this Agreement are subject to the interests of the Underwriters, and the obligations of such Selling Stockholder under this Agreement, its Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable its Custody Agreement shall not be terminated by any one act of such Selling Stockholder (except to the extent that its Power of Attorney or more of them) to execute and deliver its Custody Agreement expressly provides that it may be terminated by such Selling Stockholder if this Agreement and to take such other action as may be necessary shall have not been entered into by a specified date) or desirable to carry out by operation of law, whether by the provisions hereof on behalf death or incapacity of such Appointing ShareholderSelling Stockholder (if a natural person), by the death or incapacity of any trustees, executors or administrators of such Selling Stockholder (if a trust or estate), or by the bankruptcy, insolvency, winding-up, dissolution or liquidation of such Selling Stockholder, or by the occurrence of any other events or circumstances.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder is not a natural person)authorized, executed and delivered a Power of Attorney (a “"Power of Attorney” " and, with respect to such Appointing ShareholderSelling Stockholder, “"its Power of Attorney”") appointing each of Rxxxxxx Xxxxx Ivan Kaufman and Sxxxxxx Xxxxxxx Frederick C. Herbst as such Appointing Shareholder’s attorneySelling Stockholder'x xxxxxxxxx-in-fact fxxx (with respect to xxxx xxxxxxx xo such Appointing Shareholder, collectivelySelling Stockholder, the “"Attorneys-in-Fact” " and, individually, an “"Attorney-in-Fact”" ), and a Letter of Transmittal and Custody Agreement (a “"Custody Agreement” " and, with respect to such Appointing ShareholderSelling Stockholder, “"its Custody Agreement”") with Continental Stock Transfer & Trust Company, a New York corporation_______________, as custodian (the “"Custodian”"); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ ' rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder's Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(m) and 5(p) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver Selling Stockholder under this Agreement and to take such other action as may be necessary or desirable accept payment therefor and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Stockholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder is not a natural person)authorized, executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing ShareholderSelling Stockholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx [Xxxx X. Xxxxxxx] and Sxxxxxx Xxxxxxx [M. Xxxx Xxxx] as such Appointing ShareholderSelling Stockholder’s attorneyattorneys-in-fact (with respect to such Appointing Shareholder, collectivelySelling Stockholder, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”” ), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing ShareholderSelling Stockholder, “its Custody Agreement”) with Continental Stock Transfer & Trust CompanyWachovia Bank, a New York corporationN.A., as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed in custody, pursuant to such Custody Agreement, for delivery under this Agreement, security entitlements representing the shares of the Securities to be sold by such Appointing Shareholder hereunder; each such Power of Attorney grants the Selling Stockholder’s Attorneys-in-Fact full power of substitutionFact, and full authority (exercisable by any one or more of them) acting alone, is authorized to execute and deliver this Agreement and any other certificates required to take such other action as may be necessary or desirable to carry out delivered by the provisions hereof Selling Stockholders by this Agreement on behalf of such Appointing ShareholderSelling Stockholder, to authorize the delivery to the Common Holders purchasing Reoffer Securities to be sold by such Selling Stockholder under this Agreement and to accept payment therefor and otherwise to act on behalf of such Selling Stockholder in connection with this Agreement and the transactions contemplated hereby.

Power of Attorney; Custody Agreement. Each Appointing Shareholder Such Selling Stockholder has duly authorized (if such Appointing Shareholder Selling Stockholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing ShareholderSelling Stockholder, “its Power of Attorney”) appointing each Xxxxx X. Xxxxxxxx, Chief Financial Officer of Rxxxxxx Xxxxx and Sxxxxxx Xxxxxxx the Company, as such Appointing ShareholderSelling Stockholder’s attorney-in-fact (with respect to such Appointing Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing ShareholderSelling Stockholder, “its Custody Agreement”) with Continental American Stock Transfer & Trust Company, a New York corporationLLC, as custodian (the “Custodian”); each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing ShareholderSelling Stockholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; each of such Appointing Shareholder has placed Selling Stockholder’s Attorney-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in custodySections 5(m) and 5(o)(6) hereof on behalf of such Selling Stockholder, pursuant to determine the purchase price to be paid by the Underwriters to such Custody Agreement, Selling Stockholder for delivery the Securities to be sold by such Selling Stockholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Shareholder Selling Stockholder under this Agreement and to authorize payment therefor to be deposited in an account with the Custodian pursuant to Section 2(c) herein, to endorse (in blank or otherwise) on behalf of the Selling Stockholders a stock power or powers relating to the shares of Voting Common Stock to be sold by the Selling Stockholders, and the Securities to be sold by such Selling Stockholder pursuant to this Agreement are subject to the interests of the Underwriters hereunder, and the arrangements made by such Selling Stockholder for the custody of such Securities, and the appointment by such Selling Stockholder of the Attorney-in-Fact, are to that extent irrevocable; each and the obligations of such Power Selling Stockholder hereunder and thereunder shall not be terminated by operation of Attorney grants law or, if such Selling Stockholder is a natural person, by the Attorneysdeath or incapacity of such Selling Stockholder or, if such Selling Stockholder is an estate or trust, by the death or incapacity of any executor or trustee or the termination of any such estate or trust, or, if such Selling Stockholder is a corporation, partnership, limited liability company or other entity, by the dissolution of such corporation, partnership, limited liability company or other entity, as the case may be, or by any other event; if such Selling Stockholder or any such executor or trustee (if such Selling Stockholder is a natural person) should die or become incapacitated, or if any such estate or trust should be terminated, or if any such corporation, partnership, limited liability company or other entity should be dissolved, or if any such other event should occur, before delivery of the Securities to be sold by such Selling Stockholder hereunder, such Securities shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement and its Custody Agreement and all actions taken by the Attorney-in-Fact full power pursuant to its Power of substitutionAttorney shall be as valid as if such death, and full authority (exercisable by incapacity, termination, dissolution or other event had not occurred, regardless of whether or not the Custodian, the Attorney-in-Fact or any one or more of them) to execute and deliver this Agreement and to take such other action as may be necessary or desirable to carry out the provisions hereof on behalf person shall have received notice of such Appointing Shareholderdeath, incapacity, termination, dissolution or other event.

Power of Attorney; Custody Agreement. Each Appointing Except in the case of the representations and warranties made by Brentwood (which has not entered into a Power of Attorney or Custody Agreement, as those terms are defined below), such Selling Shareholder has duly authorized (if such Appointing Selling Shareholder is not a natural person), executed and delivered a Power of Attorney (a “Power of Attorney” and, with respect to such Appointing Selling Shareholder, “its Power of Attorney”) appointing each of Rxxxxxx Xxxxx Xxxxxxx X. Xxxxxx and Sxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx as such Appointing Selling Shareholder’s attorney-in-fact (with respect to such Appointing Selling Shareholder, collectively, the “Attorneys-in-Fact” and, individually, an “Attorney-in-Fact”), and a Letter of Transmittal and Custody Agreement (a “Custody Agreement” and, with respect to such Appointing Selling Shareholder, “its Custody Agreement”) with Continental Stock Transfer & Trust CompanyWachovia Bank, a New York corporationN.A., as custodian (the “Custodian”) (and, if such Selling Shareholder is married, such Selling Shareholder’s spouse has duly executed the spousal consent in the Custody Agreement or similar acknowledgment); , and each of its Power of Attorney and its Custody Agreement constitutes a valid and binding obligation of such Appointing Selling Shareholder, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other similar laws relating to creditors’ rights generally or by general equitable principles; , and each of such Appointing Selling Shareholder’s Attorneys-in-Fact, acting alone, is authorized to execute and deliver this Agreement and the certificates referred to in Sections 5(k) and 5(p)(6) hereof on behalf of such Selling Shareholder, to determine the purchase price to be paid by the Underwriters to such Selling Shareholder has placed in custody, for the Securities to be sold by such Selling Shareholder under this Agreement and the number of Securities to be sold (including pursuant to the Underwriters’ over allotment option) by such Custody Agreement, for delivery Selling Shareholder under this Agreement, security entitlements representing to authorize the shares delivery to the Underwriters of the Securities to be sold by such Appointing Selling Shareholder hereunder; each such Power of Attorney grants the Attorneys-in-Fact full power of substitution, and full authority (exercisable by any one or more of them) to execute and deliver under this Agreement and to take accept payment therefor, to duly endorse (in blank or otherwise) the certificate or certificates representing such other action as may be necessary Securities or desirable a stock power or powers with respect thereto and otherwise to carry out the provisions hereof act on behalf of such Appointing ShareholderSelling Shareholder in connection with this Agreement and the transactions contemplated hereby.