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

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___[ ], as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]Computershare Trust Company, N.A., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by (i) applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by creditors, (ii) general equitable principlesprinciples (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Mellon Investor Services, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Wachovia Equity Services, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]the Company, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company, LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorizedauthorized (if such Selling Stockholder is not a natural person), executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Xxxxxxxx Xxxxxxxxx, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]American Securities Transfer Inc., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such the Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___], as custodian (the "Custodian"), relating to the optional deposit of the Optional Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]American Stock Transfer & Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]The Bank of New York, as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Shareholder’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package or the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and EXECUTION VERSION binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder Shareholder and [___]American Stock Transfer & Trust Company, LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Shareholder’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company, LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general applicability relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by or on behalf of such Selling Stockholder and [___·], as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact") ”), to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___[ ], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___[ ], as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Shareholder’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company, LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Firm Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such the Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.,

The Custody Agreement and Power of Attorney. Each In the case of each of Xxxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxx, each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]WEDGE, as custodian (the "Custodian"), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principlesprinciples (regardless of whether such enforceability is considered in a proceeding in equity or at law).

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___the Company], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody "Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification and contribution thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Mellon Investor Services LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]either L. Xxxx Xxxxxxxx or Xxxxxxx X. Xxxxxxx, as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer and Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___], as custodian (the "“Custodian"”), relating to the deposit of the Common Selling Stockholders Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principlesEnforceability Exception.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such the Selling Stockholder and [_____], as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such the Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"), ”) of such the Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]BankBoston, N.A., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof 14 may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]BankBoston, N.A., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney signed by such Selling Stockholder appointing certain individuals or entities named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification or contribution thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such the Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder (the "Custody Agreement") ), and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]U.S. Stock Transfer, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholder and [___]the Company, as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such the Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]Computershare Inc., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and Exhibit 1.1 delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholder Shareholder and [___]_____, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder Shareholder (the "Custody "Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such the Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such the Selling Stockholder Shareholder has been duly authorized, executed and delivered by such the Selling Stockholder Shareholder and is a valid and binding agreement of such the Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___[ ], as custodian (the "“Custodian"”), relating to the deposit of the Common Shares Offered Securities to be sold by such Selling Stockholder Shareholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Shareholder’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Such Selling Shareholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder under this Agreement.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]The Bank of New York, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package or the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such the Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Individual Selling Stockholder Shareholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Individual Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Individual Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Individual Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Individual Selling Stockholder Shareholder and is a valid and binding agreement of such Individual Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The representations and warranties contained in this subsection (b) shall be deemed to be made, severally and not jointly, by each of the Individual Selling Shareholders and not by any Corporate Selling Shareholder.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]Computershare, Inc. as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Shareholder’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by on behalf of such Selling Stockholder and [___]Computershare Inc., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Computershare Trust Company, Inc., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Time of Sale Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Stock Custody Agreement signed by such Selling Stockholder Stockholder, the Company and [___]Computershare Shareholder Services, Inc., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___—], as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Duane, Morris & Heckscher LLP, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer and Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Computershare Investor Services LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorizedauthorized (if such Selling Stockholder is not an individual), executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by or on behalf of such Selling Stockholder and [___]BankBoston N.A., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification or contribution thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [____], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]Peritus Software Services, Inc., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by or on behalf of such Selling Stockholder Shareholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Boston Equiserve, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Computershare Trust Company, N.A., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Time of Sale Prospectus and the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]the entity identified as to each Selling Shareholder on Schedule C attached hereto, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]SunTrust Bank, as custodian (the "CustodianCUSTODIAN"), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "Custody AgreementCUSTODY AGREEMENT") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "AttorneyATTORNEY-inIN-FactFACT") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of AttorneyPOWER OF ATTORNEY"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer and Trust Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Stockholder s attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]the Company, as custodian (the "CustodianCUSTODIAN"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody AgreementCUSTODY AGREEMENT") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "AttorneyATTORNEY-inIN-FactFACT") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of AttorneyPOWER OF ATTORNEY"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Securities Transfer & Trust, Inc., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-in- Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]the First National Bank of Boston, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such the Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such the Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such the Selling Stockholder and is a valid and binding agreement of such the Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification or contribution thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder Shareholder and [___•], as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder Shareholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's Shareholder’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Pursuant to the Custody Agreement to which such Selling Shareholder is a party, certificates in negotiable form for the Shares to be sold by such Selling Shareholder pursuant to this Agreement have been placed in custody for the purpose of making delivery of such Offered Shares in accordance with this Agreement.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Continental Stock & Transfer Company, as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]BankBoston, N.A., as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]The First National Bank of Boston, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]ChaseMellon Shareholder Services LLC, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]The First National Bank of Boston, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Xxxxxx Xxxxxxxx, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___[ ], as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]Xxxxx Fargo Bank, N.A., as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]Powell, Goldstein, Xxxxxx & Xxxxxx LLP, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Stockholders and [___]Xxxxx Fargo Shareowner Services, as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Disclosure Package and the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and and. remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___[ ], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating ------------------------ (2) Conforming changes may be required to or affecting the rights this Section 1(B) following negotiated and remedies of creditors or by general equitable principles.other changes to Section 1(A). 8

The Custody Agreement and Power of Attorney. Each of the (i) the Custody Agreement signed by such Selling Stockholder and [___]VStock Transfer, LLC, as custodian (the "“Custodian"”), relating to the deposit of the Common Offered Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) the Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Pursuant to the Custody Agreement to which such Selling Stockholder is a party, certificates in negotiable form for the Ordinary Shares to be sold by such Selling Stockholder pursuant to this Agreement have been placed in custody for the purpose of making delivery of such Offered Shares in accordance with this Agreement.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___], as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by or on behalf of such Selling Stockholder and [___]U. S. Stock Transfer Corporation, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]the Company, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold -11- 16 by such Selling Stockholder (the "Custody Custodian Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder has been duly authorized, executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by or on behalf of such Selling Stockholder and [___]the Company, as custodian (the "CustodianCUSTODIAN"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "Custody AgreementCUSTODY AGREEMENT") and (ii) Power of Attorney appointing certain individuals named -11- therein as such Selling Stockholder's attorneys-in-fact (each, an "Attorney-in-FactAGENT") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of AttorneyPOWER OF ATTORNEY"), of such Selling Stockholder has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification or contribution thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder Shareholder and [___]Xxxxxxx X. Xxxxxxx, as custodian (the "Custodian"), relating to the deposit of the Common Shares to be sold by such Selling Stockholder Shareholder (the "Custody Agreement") and (ii) Power of Attorney appointing certain individuals named therein as such Selling StockholderShareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "Power of Attorney"), of such Selling Stockholder Shareholder has been duly authorized, executed and delivered by such Selling Stockholder Shareholder and is a valid and binding agreement of such Selling StockholderShareholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.

The Custody Agreement and Power of Attorney. Each of the (i) Custody Agreement signed by such Selling Stockholder and [___]American Stock Transfer & Trust Company, as custodian (the "“Custodian"”), relating to the deposit of the Common Shares to be sold by such Selling Stockholder (the "“Custody Agreement"”) and (ii) Power of Attorney appointing certain individuals named therein as such Selling Stockholder's ’s attorneys-in-fact (each, an "“Attorney-in-Fact"”) to the extent set forth therein relating to the transactions contemplated hereby and by the Prospectus (the "“Power of Attorney"”), of such Selling Stockholder has been duly authorizedauthorized (if such Selling Stockholder is not an individual), executed and delivered by such Selling Stockholder and is a valid and binding agreement of such Selling Stockholder, enforceable in accordance with its terms, except as rights to indemnification thereunder may be limited by applicable law and except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.