Blueprint
POWER OF ATTORNEY
Know
all by these presents, that the undersigned hereby constitutes and
appoints Danielle Rivera, signing singly, the undersigned’s
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of Track
Group, Inc. (the “Company”),
Forms 3, 4 and 5 (including amendments
thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, and the rules and regulations
thereunder;
(2)
do and perform
any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Forms 3, 4
or 5 and timely file such forms (including amendments thereto) and
application with the United States Securities and Exchange
Commission and any stock exchange or similar authority;
and
(3)
take
any other
action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of
1934.
The
undersigned agrees that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the
undersigned to such attorney-in-fact. The undersigned also agrees
to indemnify and hold harmless the Company and each such
attorney-in-fact against any losses, claims, damages or liabilities
(or actions in these respects) that arise out of or are based upon
any untrue statements or omission of necessary facts in the
information provided by the undersigned to such attorney-in fact
for purposes of executing, acknowledging, delivering or filing
Forms 3, 4 or 5 (including amendments thereto) and agrees to
reimburse the Company and such attorney-in-fact for any legal or
other expenses reasonably incurred in connection with investigating
or defending against any such loss, claim, damage, liability or
action.
This Power of Attorney supersedes any power of
attorney previously executed by the undersigned regarding the
purposes outlined in the first paragraph hereof (“Prior
Powers of Attorney”), and the authority of the attorneys-in-fact named
in any Prior Powers of Attorney is hereby revoked. This Power of
Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with
respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier (a) revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated
as of a later date.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this January 9, 2018.
/s/
Derek Cassell
Derek
Cassell