-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BynuJ96GNEz468cxGWhAMQRlAr48cvJgobmiMbwfQWwpGWjTzKalqje9a4JYnB/c GAZaza+S7ZePmWsXgmJI+w== 0001140361-10-049615.txt : 20101214 0001140361-10-049615.hdr.sgml : 20101214 20101214192718 ACCESSION NUMBER: 0001140361-10-049615 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101214 FILED AS OF DATE: 20101214 DATE AS OF CHANGE: 20101214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EVANS BRUCE R CENTRAL INDEX KEY: 0001018062 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 101251851 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETCOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001175454 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 655 ENGINEERING DRIVE STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 800-877-9019 MAIL ADDRESS: STREET 1: 655 ENGINEERING DRIVE STREET 2: SUITE 300 CITY: NORCROSS STATE: GA ZIP: 30092 3 1 doc1.xml FORM 3 X0203 3 2010-12-14 0 0001175454 FLEETCOR TECHNOLOGIES INC FLT 0001018062 EVANS BRUCE R C/O SUMMIT PARTNERS, L.P. 222 BERKLEY STREET, 18TH FLOOR BOSTON MA 02116 1 0 0 0 Common Stock 16115447 I See remarks. Series D-3 Convertible Preferred Stock 2005-06-29 Common Stock 8634619 I See remarks. Series E Convertible Preferred Stock 2009-03-30 Common Stock 4283332 I See remarks. Shares are held as follows: 10,655,742 in the name of Summit Ventures VI-A, L.P., 221,610 in the name of Summit VI Advisors Fund, L.P., 340,245 in the name of Summit VI Entrepreneurs Fund, L.P., 4,443,870 in the name of Summit Ventures VI-B, L.P., 89,845 in the name of Summit Investors VI, L.P., and 364,135 in the name of Summit Subordinated Debt Fund II, L.P. The Series D-3 Convertible Preferred Stock is convertible into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one and has no expiration date. The shares underlying the Series D-3 Convertible Preferred Stock are held as follows: 5,842,167 in the name of Summit Ventures VI-A, L.P., 121,500 in the name of Summit VI Advisors Fund, L.P., 186,545 in the name of Summit VI Entrepreneurs Fund, L.P., 2,436,417 in the name of Summit Ventures VI-B, L.P., and 47,990 in the name of Summit Investors VI, L.P. The Series E Convertible Preferred Stock is convertible into Fleetcor Technologies, Inc. common stock on a two and one-half-for-one basis and has no expiration date. The shares underlying the Series E Convertible Preferred Stock are held as follows: 305 in the name of Summit Investors VI, L.P., 63,020 in the name of Summit Subordinated Debt Fund II, L.P., 2,626,060 in the name of Summit Partners Private Equity Fund VII-A, L.P., 1,577,252 in the name of Summit Partners Private Equity Fund VII-B, L.P., 15,110 in the name of Summit Investors I, LLC and 1,585 in the name of Summit Investors I (UK), L.P. The entities mentioned in Footnotes 1, 3 and 5 are collectively referred to as the "Summit Entities." Summit Partners, L.P. is (i) the managing member of Summit Partners VI (GP), LLC, which is the general partner of Summit Partners VI (GP), L.P., which is the general partner of each of Summit Ventures VI-A, L.P., Summit Ventures VI-B, L.P., Summit VI Advisors Fund, L.P., Summit VI Entrepreneurs Fund, L.P. and Summit Investors VI, L.P.; (ii) the managing member of Stamps, Woodsum & Co. IV, which is the managing member of Summit Partners SD II, LLC, which is the general partner of Summit Subordinated Debt Fund II, L.P.; (iii) the managing member of Summit Partners PE VII, LLC, which is the general partner of Summit Partners PE VII, L.P., which is the general partner of Summit Partners Private Equity Fund VII-A, L.P. and Summit Partners Private Equity Fund VII-B, L.P., and (iv) the manager of Summit Investors Management, LLC, which is manager of Summit Investors I, LLC and the genera l partner of Summit Investors I (UK), L.P. Bruce R. Evans is a member of a two-person investment committee of Summit Partners, L.P., which has voting and dispositive authority over the shares held by the Summit Entities, and therefore Mr. Evans may be deemed to beneficially own such shares. Mr. Evans disclaims beneficial ownership of shares, and this report shall not be deemed an admission that Mr. Evans is the beneficial owner of the shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of Mr. Evans' pecuniary interest therein. Exhibit List: Exhibit 24 - Power of Attorney /s/ Robin W. Devereux, Attorney-in-Fact 2010-12-14 EX-24.1 2 poa1.htm POWER OF ATTORNEY mm12-1410_3e241poa.htm
POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:
 
(a)  
Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 144 promulgated under the Securities Act of 1933, as amended (the “33 Act”) and any and all regulations promulgated thereunder,  including filings with the Securities and Exchange Commission pursuant thereto;
 
(b)  
any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities;
 
(c)  
such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities
 
(d)  
economic exhibits relating to such entities; and
 
(e)  
the PATRIOT Act.
 
and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.
 
The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.
 
[Exhibit A and Signature Pages Follow]

 
 
 

Power of Attorney
 
Exhibit A
 
HKL I Partners
Summit Accelerator Management, LLC
HKL I, LLC
Summit Accelerator Management, L.P.
SD II Bennington Blocker Corp.
Summit Accelerator Partners, LLC
SD II Eyeglass Blocker Corp.
Summit Accelerator Partners, L.P.
SD II Eyeglass Holdings, L.P.
Summit Founders' Fund II, L.P.
SD III-B Nomacorc Blocker Corp.
Summit Founders' Fund, L.P.
SD III-B Nomacorc Holdings, L.P.
Summit GmbH & Co. Beteiligungs KG
SD III-B Tippmann Blocker Corp.
Summit Incentive Plan II, L.P.
SD III-B Tippmann Holdings, L.P.
Summit Incentive Plan, L.P.
SD III-B Tivoli Blocker Corp.
Summit Investment Holdings Trust
SD III-B Tivoli Holdings, L.P.
Summit Investment Holdings Trust II
SD III-B TUI Blocker Corp.
Summit Investors (SAF) IV, L.P.
SD III-B TUI Holdings, L.P.
Summit Investors Holdings Trust
SDIII-B Focus Blocker Corp.
Summit Investors I (UK), L.P.
SDIII-B Focus Holdings, L.P.
Summit Investors I, LLC
Shearson Summit Partners Management, L.P.
Summit Investors II, L.P.
SP (1984), L.P.
Summit Investors III, L.P.
SP PE VII-B Announce Blocker Corp.
Summit Investors Management, LLC
SP PE VII-B Announce Holdings, L.P.
Summit Investors VI, L.P.
SP PE VII-B Nomacorc Holdings, L.P.
Summit Investors, L.P.
SP VC II-B TMFS Blocker Corp.
Summit LogistiCare LLC
SP VC II-B TMFS Holdings, L.P.
Summit Master Company, LLC
Sparta Holding Corporation
Summit Parners III S.a.r.l.
SPPE VII-B Aurora Blocker Corp.
Summit Partner PE VII, LLC
SPPE VII-B Aurora Holdings, L.P.
Summit Partner PE VII, L.P.
SPPE VII-B CD Blocker Corp.
Summit Partners Blocker, Inc.
SPPE VII-B Champion Blocker Corp.
Summit Partners Europe Private Equity Fund, L.P.
SPPE VII-B Nomacorc Blocker Corp.
Summit Partners Europe, L.P.
SPPE VII-B SUN Blocker Corp.
Summit Partners Europe, LTD.
SPPE VII-B SUN Holdings, L.P.
Summit Partners F.F. Corp.
SPPE VII-B TUI Blocker Corp.
Summit Partners Holdings, L.P.
SPPE VII-B TUI Holdings, L.P.
Summit Partners II S.a.r.l.
SPVCII-B Anesthetix Blocker Corp.
Summit Partners II, L.P.
SPVCII-B LiveOffice Blocker Corp.
Summit Partners III, L.P.
Stamps, Woodsum & Co.
Summit Partners IV, L.P.
Stamps, Woodsum & Co. II
Summit Partners, LLC
Stamps, Woodsum & Co. III
Summit Partners Private Equity Fund VII-A, L.P.
Stamps, Woodsum &Co. IV
Summit Partners Private Equity Fund VII-B, L.P.
Summit Accelerator Founders' Fund, L.P.
Summit Partners S.a.r.l.
Summit Accelerator Fund, L.P.
Summit Partners SD II, LLC
 

 
 
 

Power of Attorney
 
Exhibit A
 
Summit Partners SD III, L.P.
Summit Ventures V, L.P.
Summit Partners SD III, LLC
Summit Ventures VI-A, L.P.
Summit Partners SD IV, LLC
Summit Ventures VI-B HCP Blocker Corp.
Summit Partners SD IV, LP
Summit Ventures VI-B HCP, L.P.
Summit Partners SD IV-A, LP
Summit Ventures VI-B, L.P.
Summit Partners SD IV-B, LP
Summit Ventures, L.P.
Summit Partners SD, L.P.
Summit Verwaltings GmbH
Summit Partners V S.a.r.l.
Summit VI Advisors Fund, L.P.
Summit Partners V, L.P.
Summit VI Entrepreneurs Fund L.P.
Summit Partners VC II LLC
Summit/CAM Holdings, LLC
Summit Partners VC II LP
Summit/Meditech LLC
Summit Partners Venture Capital Fund II-A, L.P.
Summit/Sun Holdings, LLC
Summit Partners Venture Capital Fund II-B, L.P.
SV Eurofund, C.V.
Summit Partners VI (GP), L.P.
SV International, L.P.
Summit Partners VI (GP), LLC
SV VI -B Eyeglass Common Blocker Corp.
Summit Partners VI-A France
SV VI -B Eyeglass Preferred Blocker Corp.
Summit Partners VI-A S.a.r.l.
SV VI B Tippmann Common Blocker Corp.
Summit Partners VI-B France
SV VI B Tippmann Preferred Blocker Corp.
Summit Partners VI-B S.a.r.l.
SV VI Tippmann Holdings. L.P.
Summit Partners VII-A S.a.r.l.
SV VI-B Aurora Blocker Corp.
Summit Partners VII-B S.a.r.l.
SV VI-B Aurora Holdings, L.P.
Summit Partners VIII S.a.r.l.
SV VI-B Bennington Blocker Corp.
Summit Partners, L.P.
SV VI-B Bennington Holdings, L.P.
Summit Partners, LP Profit Sharing Plan and Trust
SV VI-B CAM Blocker Corp.
Summit Partners, LP Savings and Investment Plan
SV VI-B CAM Holdings, L.P.
Summit Partners, Ltd.
SV VI-B CD Blocker Corp.
Summit Retained Earnings, L.P.
SV VI-B CD Holdings, L.P.
Summit Subordinated Debt Fund II, L.P.
SV VI-B Commnet Common Blocker Corp.
Summit Subordinated Debt Fund III-A, L.P.
SV VI-B Commnet Holdings, L.P.
Summit Subordinated Debt Fund III-B, L.P.
SV VI-B Commnet Preferred Blocker Corp.
Summit Subordinated Debt Fund, L.P.
SV VI-B Eyeglass Holdings, L.P.
Summit TRI,  L.P.
SV VI-B Focus Blocker Corp.
Summit UK Advisory LLC
SV VI-B Focus Holdings, L.P
Summit V Advisors Fund QP, L.P.
SV VI-B LiteCure Blocker Corp.
Summit V Advisors Fund, L.P.
SV VI-B LiteCure, L.P.
Summit V Companion Fund, L.P.
SV VI-B Tippmann Holdings. L.P.
Summit Ventures II, L.P.
SV VI-B Tivoli Blocker Corp.
Summit Ventures III, L.P.
SV VI-B Tivoli Holdings, LP
Summit Ventures IV, L.P.
SWC Holdings CO.

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.
 
 
/s/Gregory M. Avis                         
Gregory M. Avis
 
State of California           )
                                                   ) ss:
County of San Mateo                  )
 
On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
/s/Lisa Franco                                 
Notary Public

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/John R. Carroll                            
John R. Carroll
 
Commonwealth of Massachusetts)
                                                   ) ss:
County of Suffolk                        )
 
On this 15 day of September, 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                          
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
 
 
/s/Peter Y. Chung                           
Peter Y. Chung
 
State of California                       )
                                                   ) ss:
County of San Mateo                  )
 
On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Elisa Leonhardt                           
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of Sept., 2008.
 
 
/s/Scott C. Collins                           
Scott C. Collins
 
Kingdom of England                    )
                                                   ) ss:
City of London                            )
 
On this 5th day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Edward Gardiner                         
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Christopher J. Dean                     
Christopher J. Dean
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                          
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Bruce R. Evans                            
Bruce R. Evans
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                          
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
 
 
/s/Charles J. Fitzgerald                    
Charles J. Fitzgerald
 
State of California                        )
                                                   ) ss:
County of San Mateo                  )
 
On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Elisa Leonhardt                            
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.
 
 
/s/Craig D. Frances                         
Craig D. Frances
 
State of California                        )
                                                   ) ss:
County of San Mateo                  )
 
On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Elisa Leonhardt                            
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Thomas H. Jennings                     
Thomas H. Jennings
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                          
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.
 
 
/s/Walter G. Kortschak                   
Walter G. Kortschak
 
State of California                        )
                                                   ) ss:
County of San Mateo                  )
 
On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Elisa Leonhardt                            
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.
 
 
/s/Sotiris T. Lyritzis                          
Sotiris T. Lyritzis
 
Kingdom of England                    )
                                                   ) ss:
City of London                            )
 
On this 5th day of September, 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Edward Gardiner                         
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Martin J. Mannion                        
Martin J. Mannion
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                           
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.
 
 
/s/Harrison B. Miller                        
Harrison B. Miller
 
State of California                        )
                                                   ) ss:
County of San Mateo                  )
 
On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Lisa Franco                                 
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Kevin P. Mohan                          
Kevin P. Mohan
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                           
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Thomas S. Roberts                      
Thomas S. Roberts
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                           
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.
 
 
/s/E. Roe Stamps                            
E. Roe Stamps
 
State of Florida                           )
                                                   ) ss:
County of Monroe                      )
 
On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Joanne Muniz                              
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Joseph F. Trustey                        
Joseph F. Trustey
 
Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )
 
On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                          
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.
 
 
/s/Stephen G. Woodsum                 
Stephen G. Woodsum
 
Commonwealth of Massachusetts )
                                                    ) ss:
Country of Suffolk                        )
 
On this 15 day of September, 2008, before me personally came
Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Peter Danbridge                          
Notary Public
 

 
 
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of December, 2010.
 
/s/Joseph J. Kardwell                      
Joseph J. Kardwell
 
Commonwealth of Massachusetts )
                                                    ) ss:
Country of Suffolk                        )
 
On this 9 day of December, 2010, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.
 
[Notary Seal]
 
 
 
 
 
 
 
 
 
 
 
 
/s/Ma Laarni Canoy                        
Notary Public
 
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