Attorney General v. Waldron

LIMITED POWER OF ATTORNEY FOR STOCK TRANSACTIONS
AND OTHER CORPORATE POWERS

STATE OF ALASKA

COUNTY OF

KNOW ALL MEN BY THESE PRESENT, THAT I whose address is

(City), Alaska,

(Zip), have made, constituted and appointed, and by these presents do make, constitute and appoint,

my true and lawful attorney -in-fact to act with the following limited

powers, to wit:

Exercising stock options and voting all of my shares of stock in a

Corporation incorporated in the State of hereinafter "Corporation",

without the necessity of a proxy and the right to appoint proxies therefor, and possessing all powers

that I possess as granted to me by the Bylaws of said corporation, to incorporate, reorganize, merge,

consolidate, recapitalize, sell, liquidate or dissolve any business; elect or employ officers, directors

and agents; carry out the provisions of any agreement for the sale of any business interest or the stock

therein. These powers include, but are not limited to, the following:

A. Receive, hold, transfer, sell and convey any stock certificates of the Corporation and all

documents of title in connection therewith;

B. Make, execute and deliver, in my name and on my behalf, for any consideration

whatsoever, for cash, instruments of conveyance covering the stock of the Corporation,

containing such terms, covenants and conditions deemed necessary or advisable by my agent;

C. Execute, in my name and on my behalf, such contracts or other assurances as may be

requested or required by any bank or other institution or individual when carrying out the

powers granted herein; and

D. Acquire, exchange, buy or sell my stock in the corporation, or any interest therein, on

such terms and conditions as my agent shall deem proper. Execute and deliver, in my name

and on my behalf, conveyances of said stock.

FURTHER, I do authorize my aforesaid attorney to execute, acknowledge and deliver any instrument

under seal or otherwise, and to do all things necessary to carry out the intent hereof, hereby granting unto my

said attorney full power and authority to act in and concerning the premises as fully and effectually as I may

do if personally present, limited, however, to the purpose for which this limited power of attorney is

executed.

PROVIDED, however, that all business transacted hereunder for me or for my account shall be

transacted in my name, and that all endorsements and instruments executed by my said attorney for the

purpose of carrying out the foregoing powers shall contain my name, followed by that of my said attorney

and the designation "attorney-in-fact".

This Power of Attorney shall be:

Non-Durable

Durable and shall not be affected by any subsequent disability or incompetence.

I further declare that any act or thing lawfully done hereunder and within the powers herein stated by

my said attorney shall be binding on myself and my heirs, legal and personal representatives and assigns,

whether the same shall have been done either before or after my death, or other revocation of this instrument,

unless and until reliable intelligence or notice thereof shall have been received by my said attorney.

Third parties may rely upon the representations of the agents as to all matters relating to any power

granted to them hereunder, and no person who may act in reliance upon the representations of the agent or

the authority granted to it shall incur any liability to the principal or his estate as result of permitting the

agent to exercise any power.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this the day of

20

ATTESTATION

The hereinafter named Witnesses, each declare under penalty of perjury under the laws of the State of

Alaska, that the principal is personally known to us, that the principal signed and acknowledged this Limited

power of attorney in our presence, that the principal appears to be of sound mind and under no duress, fraud

or undue influence, that we are not the person appointed as attorney-in-fact by this document and that we

witnessed this power of attorney in the presence of the principal. We are not related to the principal by

blood, marriage or adoption, and to the best of our knowledge, are not entitled to any part of the estate of the

principal upon the death of the principal under a will now existing or by operation of law.