Fill and Sign the Get the Maine Limited Power of Attorney for Stock Transactions and Form

- 1 - LIMITED POWER OF ATTORNEY FOR STOCK TRANSACTIONS AND OTHER CORPORATE POWERS Warning: This is an important legal document. Before executing as principal or acting under this instrument as agent, you should consider the following: Notice to the Principal: As the "Principal" you are using this power of attorney to grant power to another person (called the Age nt) to make decisions about your property and to use your property on your behalf. Under this power of attorney you give your Agent broad and sweeping powers to sell or otherwise dispose of your property without notice to you. Under this document your Agent will continue to have these powers after you become incapacita ted. The powers that you give your Agent are explained more fully in the Maine Uniform Power of Attorney Act, Maine Revised Statutes, Title 18-A, Article 5, Part 9. You have the right to revoke this powe r of attorney at any time as long as you are not incapacitated. If there is anything about this power of attorney that you do not understand you should ask a lawyer to explain it to you. Notice to the Agent : As the "Agent" you are given power under this power of attorney to make decisions about the property belonging to the Principal and to dispose of the Principal's property on the Principal's behalf in accorda nce with the terms of this power of attorney. This power of attorney is valid only if the Principal i s of sound mind when the Principal signs it. When you accept the authority granted under this power of attorney a spec ial legal relationship is created between you and the Principal. This relationship imposes upon you l egal duties that continue until you resign or the power of attorney is terminated or revoked. The duties are more fully explained in the Maine Uniform Power of Attorney Act, Maine Revised Statutes, Title 18 -A, Article 5, Part 9 and Title 18-B, sections 802 to 807 and Title 18-B, chapter 9. As the Agent, you are generally not entitle d to use the Principal's property for your own benefit or to make gifts to yourself or others unless the power of attorney gives you such authority. If you violate your duty under this power of attorney you may be liabl e for damages and may be subject to criminal prosecution. You must stop acting on behalf of the Principa l if you learn of any event that terminates this power of attorney or your authority under this power of attorney. Events of termination are more fully explained in the Maine Uniform Power of Attorney Act and i nclude, but are not limited to, revocation of your authority or of the power of attorney by the Principal, the death of the Principal or the commencement of divorce proceedings between you and the Principal. If there is a nything about this power of attorney or your duties under it that you do not understand you should ask a lawyer to explain it to you. STATE OF MAINE COUNTY OF ____________ KNOW ALL MEN BY THESE PRESENT, THAT I ________________________________, whose address is ________________________________, ________________________________ (City), Maine, ________ (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", - 2 - without the necessity of a proxy and the right to appoint proxies therefor, and poss essing all powers that I possess as granted to me by the Bylaws of said corporation, to inc orporate, reorganize, merge, consolidate, recapitalize, sell, liquidate or dissolve any business; el ect or employ officers, directors and agents; carry out the provisions of any agreement for the sale of any busi ness interest or the stock therein. These powers include, but are not limited to, the following: A. Receive, hold, transfer, sell and convey any stock certificate s 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 considera tion whatsoever, for cash, instruments of conveyance covering the stock of the Corpora tion, 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 deliv er, in my name and on my behalf, conveyances of said stock. FURTHER, I do authorize my aforesaid attorney to execute, acknowledge and de liver 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 limit ed 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 e xecuted 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 t he powers herein stated by my said attorney shall be binding on myself and my heirs, legal and pers onal representatives and assigns, whether the same shall have been done either before or after my death, or other revocation of this i nstrument, 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 representat ions of t he 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. - 3 - IN WITNESS WHEREOF, I have hereunto set my hand and seal this the _______ day of _______, 20_____. ______________________________________________ PRINCIPAL ______________________________ WITNESS ______________________________ WITNESS ATTESTATION The hereinafter named Witnesses, each declare under penalty of perjury under the laws of t he State of Maine, that the principal is personally known to us, that the principal signe d and acknowledged this Limited power of attorney in our presence, that the principal appears to be of sound mind a nd 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. WITNESSES: ______________________________ Signature Print Name: ____________________ Address: ____________________ City: _____________ State: _____________ Zip: ______________ WITNESSES: ______________________________ Signature Print Name: ____________________ Address: ____________________ City: _____________ State: _____________ Zip: ______________ STATE OF MAINE COUNTY OF ___________________ The foregoing instrument was acknowledged before me this ___________________ (date) ___________________ (name of person acknowledged). ______________________________ Notary Public Print Name: ____________ My Commission Expires: _________________ - 4 - Principal Name and Address Attorney- in-Fact Name and Address Name: Name: Address: Address: City: City: State: Zip: State: Zip: Phone: Phone: