LIMITED POWER OF ATTORNEY
Published on November 2, 2015
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND SECTION 16 REPORTING
KNOW ALL PERSONS BY THESE PRESENTS, that the
undersigned hereby makes, constitutes and appoints
Suzanne Steimel, Tom Fritsch and Earle Goldin, and each
of them, as the undersigned's true and lawful attorneys-
in-fact, with full power of substitution and
resubstitution, each with the power to act for the
undersigned and in the undersigned's name, place and
stead, in any and all capacities to:
(i) prepare, execute in the undersigned's name and
on the undersigned's behalf, and submit to the United
States Securities and Exchange Commission (the "SEC") a
Form ID (and all 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 13 or
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any rule or regulation
thereunder;
(ii) prepare, execute in the undersigned's name
and on the undersigned's behalf, and submit to the SEC:
(a) Forms 3, 4 and 5 (and all amendments thereto) in
accordance with Section 16(a) of the Exchange Act, and
the rules and regulations thereunder; (b) statements on
Schedules 13D and 13G (and all amendments thereto) in
accordance with Section 13 of the Exchange Act, and the
rules and regulations thereunder; and (c) Form 144 (and
all amendments thereto) under Rule 144 of the Securities
Act of 1933, as amended (the "Securities Act");
(iii) 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, statements on Schedules 13D or 13G or Form 144, and
complete and execute any amendment or amendments thereto,
and timely file such forms or statements with the SEC and
any stock exchange or similar authority;
(iv) take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of
such attorneys-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
attorneys-in-fact on behalf of the undersigned pursuant
to this Limited Power of Attorney shall be in such form
and shall contain such terms and conditions as such
attorneys-in-fact may approve in their 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, hereby ratifying
and confirming all that such attorneys-in-fact shall
lawfully do or cause or have caused to be done by virtue
of this Limited 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 any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Exchange Act
or Rule 144 of the Securities Act.
This Limited Power of Attorney expressly revokes
the undersigned's prior Limited Power of Attorney, dated
August 25, 2014, in respect of the subject matter hereof,
and shall be effective from the date hereof and continue
in full force and effect until the undersigned is no
longer required to file Schedules 13D and 13G, and Forms
3, 4, 5 and 144 with respect to the securities owned by
the undersigned, unless earlier revoked in writing by the
undersigned.
[Signature page to follow]
IN WITNESS WHEREOF, the undersigned has executed
this Limited Power of Attorney to be executed as of the
21st day of October, 2015.
/s/ Roger P. Miller
Roger P. Miller
STATE OF CONNECTICUT) ss.:
COUNTY OF FAIRFIELD)
On the 21st day of October, in the year 2015, before me,
the undersigned, a Notary Public in and for said state,
personally appeared Roger P. Miller, personally known
to me or proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she
executed the same in his/her capacity, and that by
his/her signature on the instrument, the person or the
entity upon behalf of which the person acted, executed
the instrument.
/s/ Paul Schaffer
Paul Schaffer
Notary Public
My Commission Expires: 5/31/2019