zmtp_poa
POWER
OF ATTORNEY
Know
all by these presents, that the undersigned hereby constitutes and
appoints Jacquelyn Barry Hamilton, the undersigned’s true and
lawful attorney-in-fact to:
(1)
prepare, execute in
the undersigned’s name and on the undersigned’s behalf,
and submit to the U.S. Securities and Exchange Commission (the
“SEC”) a Form ID, including amendments thereto, and any
other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with
the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934 or any rule or regulation of the
SEC;
(2)
execute for and on
behalf of the undersigned, in the undersigned’s capacity as
an officer and/or director of Zoom Telephonics, Inc. (the
“Company”), Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, and any other forms or reports the undersigned may be
required to file in connection with the undersigned’s
ownership, acquisition, or disposition of securities of the
Company;
(3)
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 Form 3, 4,
or 5, or other form or report, and timely file such form or report
with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(4)
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 attorney-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.
This
Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned’s holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 28th day of May, 2020.
/s/ Philip Stanhope
Philip
Stanhope