JOINT FILING AGREEMENT AND POWER OF ATTORNEY
EXHIBIT 24.1
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the
joint filing, on behalf of each of them, of any filing required by such party under Section 13 or
Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment,
restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and,
if such security is registered on a national securities exchange, also with the exchange), and
further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an
exhibit thereto. This agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only with respect to such
revoking party.
Know all men by these presents, that each of Xxxxxx Xxxxxxx Management, L.P., Xxxxxx Xxxxxxx
Partners (QP), L.P., Xxxxxx Xxxxxxx Partners, L.P., BC Advisors, LLC, Xxxxxx X. Xxxxxx and Xxxxxxx
X. Xxxxxxx hereby constitute and appoint Xxxxxx Xxxxxxxx, as the true and lawful attorney-in-fact
and agent of such party with full power and authority and full power of substitution and
resubstitution, for, in the name of, and on behalf of such party, place and stead, in any and all
capacities, (i) to execute any and all filings required by such party under Section 13 or Section
16 of the Exchange Act or any rule or regulation thereunder (including any amendment, supplement,
and/or exhibit thereto), for, in the name of, and on behalf of such party, (ii) to do and perform
any and all acts for, in the name of, and on behalf of such party which said attorney-in-fact
determines may be necessary or appropriate to complete and execute any and all such filings,
amendments, supplements, and/or exhibits, and any and all other document(s) in connection
therewith, (iii) to file such filings, amendments, supplements, exhibits, and/or documents with the
Securities and Exchange Commission (and, if such security is registered on a national securities
exchange, also with the exchange), and (iv) to perform any and all other acts that said
attorney-in-fact or agent determines may be necessary or appropriate in connection with the
foregoing that may be in the best interest of or legally required by such party, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all intents and purposes
as such party might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent shall do or cause to be done by virtue hereof. Each of Xxxxxx Xxxxxxx
Management, L.P., Xxxxxx Xxxxxxx Partners (QP), L.P., Xxxxxx Xxxxxxx Partners, L.P., BC Advisors,
LLC, Xxxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx hereby acknowledge that the foregoing attorney-in-fact
and agent in serving in such capacity at the request of such party, is not assuming any of the
responsibilities of such party to comply with Section 16 or Section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder.
Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be
executed and effective as of the date first written above.
| Date: March 2, 2011 | XXXXXX XXXXXXX MANAGEMENT, L.P. |
|||
| By: | BC Advisors, LLC, its general partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Co-Managing Member | |||
| XXXXXX XXXXXXX PARTNERS (QP), L.P. |
||||
| By: | Xxxxxx Xxxxxxx Management, L.P., its general | |||
| partner | ||||
| By: | BC Advisors, LLC, its general partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Co-Managing Member | |||
| XXXXXX XXXXXXX PARTNERS, L.P. |
||||
| By: | Xxxxxx Xxxxxxx Management, L.P., its general | |||
| partner | ||||
| By: | BC Advisors, LLC, its general partner | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Co-Managing Member | |||
| BC ADVISORS, LLC | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Co-Managing Member | |||
| XXXXXX X. XXXXXX |
||||
| /s/ Xxxxxx X. Xxxxxx | ||||
| XXXXXXX X. XXXXXXX |
||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
