zmtp_ex24
LIMITED POWER OF ATTORNEY
I, Jacquelyn Barry Hamilton hereby appoints Kathrine LeBlanc of
Burns & Levinson LLP of Boston, Massachusetts, acting through
its designated attorneys and paralegals, as well as Zoom
Telephonics, Inc. (the "Company"),
acting through its designated agents, to each be the true and
lawful attorney-in-fact (her “Attorney”)
in her name and on her behalf to:
(1) prepare, execute, acknowledge, deliver
and file SEC Form ID’s and any other documents necessary with
the United States Securities and Exchange Commission on behalf of
the undersigned to obtain filing codes for the
undersigned;
(2)
prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5
(including any amendments thereto) with respect to the securities
of the Company, with the United States Securities and Exchange
Commission, any national securities exchanges and the Company, all
as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the
"Exchange
Act");
(3)
seek or obtain, as the undersigned's representative and on the
undersigned's behalf, if necessary or advisable in connection with
performing the acts described in (1) above or under Section 16(a)
of the Exchange Act, information on transactions in the Company's
securities from any third party, including brokers, employee
benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information
to the undersigned and approves and ratifies any such release of
information; and
(4)
perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of
the undersigned in connection with the foregoing.
The undersigned acknowledges and agrees that:
(1)
this Limited Power of Attorney authorizes, but does not require,
such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification
of such information and such attorney-in-fact may presume that any
such information he receives is accurate and complete and he has no
obligation to independently verify such information and is not
responsible for any liability based on the inaccuracy or
incompleteness of such information as it is provided by the
undersigned;
(2)
any documents prepared and/or executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of
Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in her or her discretion,
deems necessary or desirable;
(3)
neither the Company nor such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act;
(4)
this Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act;
and
(5) The undersigned also hereby agrees that
the Attorney shall not be liable for any error of judgment or for
any act reasonably done or step reasonably taken or omitted in good
faith, and that the undersigned agrees to indemnify, defend on a
current basis, and hold harmless the Attorney from and against any
and all claims, obligations, liabilities or causes of action
asserted by any person relating to or arising out of, or as a
consequence of, any such action or omission hereunder.
The
undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever requisite, necessary or appropriate to be done in
and about the foregoing matters as fully to all intents and
purposes as the undersigned might or could do if present, hereby
ratifying all that such attorney-in-fact of, for an on behalf of
the undersigned, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney. This Limited Power of Attorney
shall remain in full force and effect until revoked by the
undersigned in a signed writing delivered to such
attorney-in-fact.
This
Limited Power of Attorney may be filed with the United States
Securities and Exchange Commission, any other federal, state or
foreign securities regulators, and other entities as a confirming
statement of the authority granted herein.
[SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS whereof this Limited Power of Attorney has been duly
executed this 4th day of March, 2020.
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/s/ Jacquelyn Barry
Hamilton
Jacquelyn
Barry Hamilton
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