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ADVANCED LIGHTING TECHNOLOGIES, INC.
Common Stock
($.001 Par Value)
SELLING SHAREHOLDER'S IRREVOCABLE POWER OF ATTORNEY
The undersigned (the "Selling Shareholder"), together with
Advanced Lighting Technologies, Inc. (the "Company") and certain other holders
of the Company's common stock, $.001 par value (the "Common Stock") (such holder
and the Selling Shareholder being together referred to as the "Selling
Shareholders"), propose to enter into an underwriting agreement (the
"Underwriting Agreement") with Xxxxxx Xxxxxxx & Co. Incorporated, Prudential
Securities Incorporated and Xxxxxxx Xxxxx & Associates, Inc. as the
representatives (the "US Representatives") of the US underwriters named in
SCHEDULE I to the Underwriting Agreement and Xxxxxx Xxxxxxx & Co. International
Limited, Prudential-Bache Securities (U.K.) Inc. and Xxxxxxx Xxxxx & Associates,
Inc., as the international representatives (the "International Representatives")
of the underwriters to be named in SCHEDULE II to the Underwriting Agreement
(collectively, the US and International Underwriters are the "Underwriters"),
substantially in the form to be filed as EXHIBIT 1.1 to the Company's
registration statement on Form S-1 (the "Registration Statement") covering
certain shares of Common Stock of the Company to be sold by the Company and the
Selling Shareholders (the "Offering"). The proposed form of the Underwriting
Agreement provides that the Selling Shareholders will sell certain shares of
Common Stock of the Company to the Underwriters pursuant to the Underwriting
Agreement. A copy of the draft Registration Statement and the form of
Underwriting Agreement were sent to the Selling Shareholder along with this
Power of Attorney, and the Selling Shareholder acknowledges that he has received
and reviewed them. All capitalized terms not otherwise defined in this document
shall have the meanings assigned to them in the Underwriting Agreement.
The Offering includes shares held by the Selling Shareholder
and shares to be issued by the Company. The undersigned proposes to sell up to
36,816 shares of Common Stock to the Underwriters for reoffering by the
Underwriters together with shares of Common Stock to be purchased by the
Underwriters from other Selling Shareholders and the Company.
Appointment of Attorney; Powers
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The Selling Shareholder hereby irrevocably constitutes and
appoints Xxxxx X. Xxxxxxx, with full power of substitution, as the true and
lawful attorney-in-fact (the "Attorney") of the Selling Shareholder with full
power in the name of, for and on behalf of the Selling Shareholder with respect
to all matters arising in connection with the sale of Common Stock by the
Selling Shareholder to the Underwriters including, but not limited to, the power
and authority to take any and all of the following actions:
(1) To sell and deliver to the several Underwriters the number
of shares of Common Stock set forth in the Letter of Transmittal and Custody
Agreement (the "Custody
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Agreement"), in the form accompanying this Power of Attorney, between the
Selling Shareholder and American Stock Transfer & Trust Co. as Custodian (the
"Custodian"), in accordance with the terms of the Underwriting Agreement (such
shares being referred to herein as the "Selling Shareholder's Shares," and the
Selling Shareholder's Shares together with the total number of shares of all
Selling Shareholders to be sold pursuant to the Underwriting Agreement, are
hereinafter referred to as the "Shares"), such Selling Shareholder's Shares to
be represented by the certificates enclosed herewith, together with stock powers
relating to them and deposited pursuant to the Custody Agreement at a price and
on such other terms as are determined by the Attorney and set forth in the
Underwriting Agreement.
(2) For the purpose of effecting such sale, to negotiate,
execute, deliver and perform the Underwriting Agreement with the Underwriters,
and in conjunction with the US and International Representatives to determine
the public offering price for the shares of Common Stock to be offered to the
public and the price to be paid by the Underwriters for the Shares and the other
terms of sale in accordance with the Underwriting Agreement and paragraph (1)
above, with full power to make such changes, additions, insertions and
amendments to the Underwriting Agreement as the Attorney in his sole discretion
may deem advisable;
(3) (a) To deliver the Custody Agreement and the certificates
and other documents included therewith to the Custodian;
(b) To endorse, transfer and deliver the certificates for
the Selling Shareholder's Shares to the Underwriters, or to their nominee or
nominees, pursuant to the Underwriting Agreement, and to give such orders and
instructions to the Custodian as the Attorney may determine with respect to (i)
the transfer on the books of the Company of the Selling Shareholder's Shares to
be sold by the Selling Shareholder to the Underwriters in order to effect such
sale (including the names in which new certificates are to be issued and the
denominations thereof), (ii) the delivery to or for the account of the
Underwriters of the certificates for the Selling Shareholder's Shares against
receipt by the Custodian or its agent of the purchase price to be paid therefor,
(iii) the payment out of the proceeds (net of the underwriting discounts and
selling commissions) from the sale of the Selling Shareholder's Shares by the
Selling Shareholder to the Underwriters of any expense incurred in connection
with the sale to the public of such Shares to the public which is not payable by
the Company, (iv) the return to the Selling Shareholder of new certificates
representing the number of shares of Common Stock, if any, represented by
certificates deposited with the Custodian which are in excess of the number of
shares of Common Stock sold by the Selling Shareholder to the Underwriters, and
(v) delivery by the Custodian to the Selling Shareholder of the net proceeds
from the sale of the Selling Shareholder's Shares sold to the Underwriters; and
(c) To amend the Custody Agreement and the Underwriting
Agreement and any related documents in such manner as the Attorney may determine
to be in the best interests of the Selling Shareholder;
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(4) To approve on behalf of the Selling Shareholder any
amendments to the Registration Statement or the Prospectus, to take all
necessary action with respect to the Registration Statement under the Securities
Act of 1933 covering the offering and sale of the shares and all amendments
thereto, and, if applicable, to advise the Securities and Exchange Commission
(the "Commission") on behalf of the Selling Shareholder that such person is
aware (i) that the Commission's staff has made summary, cursory or no review of
the Registration Statement, as applicable; and (ii) that such review or lack
thereof may not be relied upon in any degree to indicate that the Registration
Statement is true, complete or accurate;
(5) To retain legal counsel to represent the Selling
Shareholder in connection with any and all matters referred to herein (which
counsel shall be Xxxxxx, Xxxxxxxx & Xxxxxxx Co., L.P.A., counsel for the
Company, so long as no conflict of interest exists between Xxxxxx, Xxxxxxxx &
Xxxxxxx's representation of the Selling Shareholder and Xxxxxx, Xxxxxxxx &
Xxxxxxx's representation of the Company);
(6) To make, execute, acknowledge and deliver all such other
contracts, stock powers, waivers, orders, receipts, notices, requests,
instructions, certificates, letters, consents and other writings, including,
without limitation, communications to the Commission and amendments to the
Underwriting Agreement and in general to do all things and to take all actions
which the Attorney in his sole discretion, may consider necessary or proper in
connection with or to carry out the aforesaid sale of Shares and the public
offering of Common Stock, as fully as could the Selling Shareholder if
personally present and acting;
(7) To make, acknowledge, verify and file on behalf of the
Selling Shareholder applications, consents to service of process and such other
assurances, communications, undertakings or reports as may be required by law or
necessary to facilitate the sale or resale of the Selling Shareholder's Shares
or to effect the registration or qualification of the Selling Shareholder's
Shares under state securities laws;
(8) If necessary, to endorse (in blank or otherwise) on behalf
of the Selling Shareholder the certificate or certificates representing the
Selling Shareholder's Shares, or a stock power and powers attached to such
certificate or certificates;
(9) To reduce to an amount less than that set forth pursuant
to the Custody Agreement the number of Shares to be sold by the Selling
Shareholder pursuant to the Underwriting Agreement, such reduction to be made as
the Attorney in his sole discretion shall deem necessary in view of market
conditions or for any other reason; and
(10) Otherwise to do all things and to execute and deliver all
documents which may be deemed necessary or advisable by the Attorney, and
generally to act for and in the name of the Selling Shareholder, with respect to
the sale of the Selling Shareholder's Shares to the Underwriters and the resale
of the Selling Shareholder's Shares by the Underwriters, as fully as could the
undersigned if then personally present and acting.
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The Attorney is hereby empowered to determine in his sole
discretion the time or times at which, purpose for and manner in which any power
herein conferred upon him shall be exercised, and the conditions, provisions or
covenants of any instrument or document which may be executed by him pursuant
hereto.
The Selling Shareholder gives the Attorney full and absolute
power to enter into the Underwriting Agreement on behalf of the Selling
Shareholder. The Selling Shareholder has reviewed the form of Underwriting
Agreement delivered to and received by him and understands the obligations and
agreements of the Selling Shareholder set forth therein. All representations,
warranties and agreements of the Selling Shareholder in the Underwriting
Agreement are, and will be at the Closing Date and, if applicable, at the Option
Closing Date, true and correct and will, as provided in the Underwriting
Agreement, survive the termination of the Underwriting Agreement and the
delivery of and payment for that portion of the Shares being sold by the Selling
Shareholder.
Irrevocable Power of Attorney
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This Power of Attorney and all authority conferred hereby are
granted and conferred subject to and in consideration of the interests of the
several Underwriters, the Company and the other Selling Shareholders who may
become parties to the Underwriting Agreement, and for the purposes of completing
the transactions contemplated by the Underwriting Agreement and this Power of
Attorney.
This Power of Attorney is an agency coupled with an interest
and all authority conferred hereby shall be irrevocable. The Selling Shareholder
specifically agrees that:
(1) The Shares represented by the certificates deposited in
custody for the Selling Shareholder under the Custody Agreement are subject to
the interests of the Underwriters under the Underwriting Agreement, and that the
arrangements made by the Selling Shareholder for such custody, and the
appointment by the Selling Shareholder of the Attorney by this Power of
Attorney, are to that extent irrevocable;
(2) The obligations of the Selling Shareholder under the
Underwriting Agreement shall not be terminated by any act of the Selling
Shareholder, or by operation of law, whether by death or incapacity of the
Selling Shareholder, or, in the case of an estate or trust, by the death or
incapacity of any executor or trustee or the termination of such estate or
trust, or in the case of a partnership or corporation, by the dissolution of
such partnership or corporation, or by the occurrence of any other event;
(3) If death, incapacity, termination, dissolution or other
event as referred to in paragraph (2) above should occur before the delivery of
Shares under the Underwriting Agreement, the certificates representing the
Selling Shareholder's Shares shall be delivered by or on behalf of the Selling
Shareholder in accordance with the terms and conditions of the Underwriting
Agreement and of the Custody Agreement, and actions taken by the Attorney
pursuant to this Power of Attorney shall be as valid as if such death,
incapacity, termination, dissolution or other event had not occurred,
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regardless of whether or not the Custodian, the Attorney, or either of them,
shall have received notice of such event.
Notwithstanding any of the foregoing provisions, if all of the
transactions contemplated by the Underwriting Agreement and this Power of
Attorney are not completed prior to September 30, 1997, then, from and after
such date, the Selling Shareholder shall have the power, upon written notice to
the Attorney, with a copy to the Custodian, to terminate this Power of Attorney
subject, however, to all lawful action done or performed pursuant hereto prior
to the receipt of actual notice.
The Selling Shareholder acknowledges that the Attorney is
Chief Executive Officer of the Company and agrees that the Attorney shall serve
as the Selling Shareholder's agent with respect to the matters covered herein.
It is understood that the Attorney shall serve entirely
without compensation. This Power of Attorney shall be governed by the laws of
the State of Ohio.
Witness the due execution of the foregoing Power of Attorney
as of this 16th day of June, 1997.
Very truly yours,
Print Name and Address:
Xxxxx X. Xxxxxx /s/ XXXXX X. XXXXXX
00000 Xxxxx Xxxx XXXXX X. XXXXXX
Xxxxxxxxxxx, XX 00000
Social Security or Tax ID No.: Signature guaranteed by:
###-##-####
Signature Guaranteed
Medallion Guaranteed
Keybank National Association
/s/ XXXXXXX XXXXXXXXXXX
Authorized Signature X9004108
Securities Transfer Agents Medallion
Program
(Note: The signature(s) must be
guaranteed by a bank or trust company or
by a broker which is a member of the New
York, American or Pacific Stock
Exchange.)
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STATE OF OHIO )
)SS
COUNTY OF CUYAHOGA )
The foregoing instrument was acknowledged before me this June 16, 1997,
by XXXXX X. XXXXXX, individually as his free act and deed.
/s/ XXXXXXX XXXXXXXXXXX
Notary Public
My Commission Expires: June 5, 2001
* To be signed in exactly the same manner as the certificates are
registered.
Please call Xx. Xxxxx Xxxxxxxx at American Stock Transfer & Trust Company at
(000) 000-0000 if you if you do not know the exact name which appears on your
certificate.
Fill in your telephone number Telephone:
and telecopier number........................... -------------------
Telecopier:
-------------------
Fill in your Social Security Number(s)
or Federal Tax I.D. Numbers..................... ###-##-####
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