Common use of Appointment of Seller Representative Clause in Contracts

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. Each Seller (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and in its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and as Servicer) hereby irrevocably appoints the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), Company as the true and lawful agent and attorney-in-fact for all Sellers (the “Seller Representative”), which appointment shall remain in full force and effect until the Seller Representative shall have received prior written notice signed by each Seller (other than the Seller Representative) that such appointment has been revoked and another Seller has been appointed as Seller Representative. The Company hereby accepts such appointment as the Seller Representative. Each Seller hereby irrevocably appoints and authorizes the Seller Representative to: (a) submit Purchase Requests, provide Reconciliation Reports, provide and receive all notices, requests, elections, acknowledgments, agreements and consents hereunder or under any of Seller the other Transaction Documents and (b) take all other actions (including in respect of compliance with full powers of substitution to act in the name, place and stead thereof with respect to the performance covenants) on behalf of any Seller or the Sellers under this Agreement and the terms other Transaction Documents which the Seller Representative deems appropriate and provisions to exercise powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Transaction Documents. Each Seller agrees that each notice, request, election, representation and warranty, covenant, acknowledgement, agreement, consent and undertaking made on its behalf by the Seller Representative shall be deemed for all purposes to have been made by such Seller and shall be binding upon and enforceable against such Seller to the same extent as if the same had been made directly by such Seller. It is understood that the appointment of the Seller Representative Documents, hereunder is done solely as an accommodation to the same may be from time to time amendedSellers, and the Purchaser shall in no way incur liability to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (providedas a result thereof. Each Seller expects to derive benefit, that any such actionindirectly or directly, if material to from the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions appointment of the Seller Representative Documents; Representative. Each Seller hereby jointly and (viii) otherwise enforcing severally agrees to indemnify the rights Purchaser against any and obligations all liability, by any third party whatsoever, arising from or incurred by reason of Seller under the Purchaser relying on any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf instructions of Seller. All decisions and actions by the Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, each Seller, on behalf of itself and its successors and assignseffective immediately, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), PVOG as the true and lawful agent and attorney-in-fact of Seller with full powers authority and power of substitution to act in the name, place and stead thereof of such Seller with respect to the performance of the obligations and rights of Sellers under this Agreement (the “Seller Representative”) and any action contemplated to be taken by the Seller Representative hereunder in connection therewith, including the power to (i) determine the Capital Adjustment, make adjustments to the Base Purchase Price and prepare the Preliminary Settlement Statement and the Proposed Final Settlement Statement, (ii) receive from Buyer any amounts owed to Sellers pursuant to this Agreement (including any amounts owed to Sellers pursuant to Section 2.3 or Section 2.5) and disburse to each Seller such Seller’s Pro Rata Share thereof, (iii) settle or pursue claims or controversies on behalf of Seller under the terms Sellers with respect to amounts owed by or to Sellers pursuant to this Agreement (including pursuant to Section 2.3(d)), (iv) give and provisions of the Seller Representative Documents, as the same may be from time to time amended, receive any consents or notices required or permitted by this Agreement and to (v) do or refrain from doing all such further acts and things, and to execute execute, deliver and receive all such documents on behalf of Sellerdocuments, if anywaivers, extensions and amendments as the Seller Representative will shall deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or sole discretion in connection with the Escrow Agreement; administration of this Agreement (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that and any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller on Sellers). Each of the Parties hereto covenants and agrees that it will not take any action to voluntarily revoke the power of attorney conferred in this Section 9.1. By its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions execution of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative Agreement, PVOG hereby (1) accepts its appointment and authorization to act as the Seller Representative hereunderand attorney-in-fact on behalf of each Seller in accordance with the terms of this Agreement, and (2) agrees to perform its obligations under, and otherwise comply with, this Section 9.1.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, Each Seller hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreementas its sole, the “Seller Representative Documents”)exclusive, as the true and lawful agent representative and attorney-in-fact of Seller fact, agent and proxy, with full powers power of substitution to act in the its name, place and stead thereof for all purposes under, and in respect of all transactions contemplated by, this Agreement, including, (i) consummating the Acquisition, (ii) paying all expenses (whether incurred on or after the date hereof) incurred in connection with respect the negotiation and performance of this Agreement, (iii) accepting and disbursing any funds received hereunder to the performance such Seller and each other Seller, (iv) on behalf of Seller under each Seller, determining the terms and provisions of the Seller Representative Documentssatisfaction of, as the same may be from time to time amendedor otherwise waiving, any closing condition contained in Article VIII, and to do giving or refrain from doing all such further acts and thingsagreeing to, and to execute all such documents on behalf of such Seller, if anyany and all consents, as waivers, amendments, or modifications, deemed by the Seller Representative will deem Representative, in its sole discretion, to be necessary or appropriate, under this Agreement, and, in each case, executing and delivering any documents that may be necessary or appropriate in connection therewith, and to effect the Closing on behalf of Sellers, (v) negotiating, settling, compromising and otherwise handling any claims for indemnification or other claims made pursuant this Agreement to the extent that each of the Sellers is equally affected (on a pro rata basis) with respect to such claims for indemnification, and (vi) generally doing each and every other act and exercise any and all other rights which such Seller is, or Sellers collectively are, permitted or required to do or exercise under this Agreement. In addition, if one or more of the Sellers are an Indemnifying Party with respect to a Third Party Claim, then Purchaser and each of the Sellers hereby agree that the Seller Representative shall have the authorization, power and authority to take any and all action and to make and agree to any agreement for all such Sellers with respect to such Third Party Claim and that such determination shall be binding upon such Sellers. Notwithstanding anything to the contrary in this Agreement or any of the transactions contemplated by agreements, conveyances, documents, instruments and certificates delivered at the Closing pursuant to this Agreement, each Seller hereby agrees to indemnify and hold harmless the Seller Representative Documents, including: (i) making on behalf of Seller and any determinations and taking all actions on its behalf relating to the determination Affiliate of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute claim asserted against or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary damages incurred by or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions behalf of the Seller Representative Documents; and (viii) otherwise enforcing or such Affiliate of the rights Seller Representative as a result of the Seller Representative carrying out his, her or its duties and obligations of Seller under any as the Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions as contemplated by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunderAgreement.

Appointment of Seller Representative. (a) By the execution Each Seller irrevocably appoints and delivery of this Exchange Agreement, Seller, on behalf of itself and authorizes Xxxxxx Xxxxxxxx as his or its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative representative under this Exchange Agreement (“Seller Representative”) and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful his or its agent and attorney-in-fact to take such action as agent and attorney-in-fact on each Seller’s behalf and to exercise such powers under this Agreement and any Ancillary Agreement as are specified herein or therein, together with all such powers as are reasonably incidental thereto (the “Seller Representative Duties”). Seller Representative may perform his Seller Representative Duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney. Buyer shall be entitled to deal exclusively with Seller with full powers Representative on behalf of substitution to act in the name, place any and stead thereof all Sellers with respect to the performance all Seller Representative Duties, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller under the terms by Seller Representative, and provisions on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as fully binding upon such Seller, in each case in connection with the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Duties. (b) Each Seller, if anyfully and without restriction, as agrees to be bound by all notices given and received and agreements and determinations made by and documents executed and delivered by Seller Representative will deem necessary under or appropriate in connection with this Agreement or any of the transactions contemplated by the Seller Representative Documentshereby, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in each case in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents Duties. (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (ivc) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of may consult with legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as experts selected by Seller Representative and shall not be liable to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant any Seller for any action taken or omitted to the transactions contemplated be taken by the Seller Representative Documents, and any other reasonable fees and expenses allocable or it in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers good faith in accordance with the provisions advice of the such counsel, accountants or experts. (d) Seller Representative Documents; and (viii) shall not be liable for any action or omission otherwise enforcing the rights and obligations of Seller under any taken by Seller Representative Documents, including giving and receiving all notices and communications hereunder except in the case of willful misconduct by Seller Representative. Seller Representative shall not be deemed to be a trustee or thereunder other fiduciary on behalf of Seller. All decisions and actions by Seller RepresentativeSellers or any other Person, including any agreement between nor shall Seller Representative and have any liability in the Purchaser Representative, Pubco nature of a trustee or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interestfiduciary. Seller Representative hereby accepts its appointment and authorization does not make any representation or warranty as Seller Representative hereunder.to, nor shall it be responsible for or have any duty to ascertain, inquire into or verify

Appointment of Seller Representative. The Sellers hereby irrevocably appoint and designate Xxxxxxx Xxxxx as their attorney-in-fact, agent and duly authorized representative (a) By such Person, in such capacity, or such other Person as shall be substituted as the Seller Representative in accordance herewith, the “Seller Representative”), for the purposes of the transactions contemplated by this Agreement, including, without limitation, to act on behalf of Sellers with respect to the receipt and giving of notices and to otherwise act on behalf of Sellers with respect to the provisions of this Section 8, Section 2.4 and the Escrow Agreement and making demand on the Demand Note. Upon the death or incapacity of the Person acting as the Seller Representative, the Sellers shall promptly by written consent of each of the Sellers, appoint a substitute Seller Representative and forthwith notify Buyer in writing of such appointment. Buyer shall be entitled to rely upon all actions taken or notices given by a Seller Representative prior to Buyer’s receipt of written notice of the appointment of a substitute Seller Representative hereunder. The Seller Representative is hereby authorized by this Agreement, as a specific term and condition hereof, to act hereunder and under the Escrow Agreement as attorney-in-fact for and representative of each of the Sellers and his or its respective heirs, executors, administrators, personal representatives and successors, as applicable, provided, however, that the Seller Representative shall not have authority to act on behalf of any Seller to amend this Agreement, the Escrow Agreement or any other agreement provided for herein or contemplated hereby. The execution and delivery of this Exchange Agreement, Seller, Agreement by each Seller shall constitute approval on behalf of itself such Seller and his or its successors respective heirs, executors, administrators, personal representatives and assignssuccessors, as applicable, of the appointment and designation of the Seller Representative as provided hereunder and of his authority to act hereunder on their behalf. None of Buyer or any Affiliate (not including any Governmental Entity) of Buyer shall have any liability to any Seller in connection with its or their reliance on the authority of the Seller Representative to act on behalf of the Sellers as set forth herein. Sellers, jointly and severally, hereby irrevocably constitutes agree to indemnify, defend and appoints Xxxxx Xxxxxxx in hold the capacity Seller Representative harmless from any and all claims, actions and proceedings against the Seller Representative and any and all Losses suffered by the Seller Representative arising out of his service as the Seller Representative hereunder except for such claims, actions and proceeding and such Losses as shall result from acts or omissions of the Seller Representative as are finally determined by a court of competent jurisdiction, from which no appeal can be taken, to have constituted bad faith, gross negligence or willful misconduct. Buyer agrees to provide to IPG a copy of all notices given to the Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Escrow Agreement and to distribute provide the same by the same means of delivery as used to Seller and the other Sellers in accordance with the provisions of give such notice to the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellerRepresentative. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.8.3

Appointment of Seller Representative. (a) By the execution Sellers hereby appoint Xxxx Xxxxxx Xxxx Xxxxx as their representative, who shall have full power and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents authority to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing make all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf decisions relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision defense and/or settlement of any Seller Representative Documents claims for which Sellers may be required to indemnify Purchasers (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (ivvice versa) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; take such other actions (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable actions reasonably related or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (viiancillary thereto) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or be taken after the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellerClosing by Sellers. All decisions Decisions and actions by Seller RepresentativeXxxx Xxxxxx Xxxx Xxxxx, including including, without limitation, any agreement between Seller Representative Xxxx Xxxxxx Xxxx Xxxxx and Purchasers relating to the Purchaser Representativedefense or settlement of any claims for which Sellers may be required to indemnify Purchasers, Pubco or Purchaser shall be binding upon Seller and its successors and assignsall of Sellers, and neither they nor any other party no Seller shall have the right to object, dissent, protest or otherwise contest the same. The If Xxxx Xxxxxx Xxxx Xxxxx shall die or become incapacitated then the other Sellers (acting by a majority vote) shall select another representative from among Sellers (or their heirs, executors, administrators or personal representatives) to replace Xxxx Xxxxxx Xxxx Xxxxx, which representative shall have the same rights and authorities as Xxxx Xxxxxx Xxxx Xxxxx hereunder. By their execution of this Agreement, Sellers shall be deemed to have agreed that (i) the provisions of this Section 5.1 7.5 are independent and separable, irrevocable and coupled with an interest. interest and shall be enforceable notwithstanding any rights or remedies that any Seller Representative hereby accepts its appointment may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 7.5 would be inadequate, (iii) Purchasers shall be entitled to temporary and authorization as permanent injunctive relief without the necessity of proving damages if it brings an action to enforce the provisions of this Section 7.5, (iv) the provisions of this Section 7.5 shall be binding upon the heirs, executors, administrators, personal representatives and successors of each Seller, and (v) any reference in this Agreement to a Seller Representative shall mean and include the successors to the Seller's rights hereunder, whether pursuant to a testamentary disposition, the laws of descent and distribution, or otherwise.

Appointment of Seller Representative. (a) By voting in favor of the execution and delivery adoption of this Exchange Agreement, Seller, on behalf of itself executing and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx delivering a Support Agreement or participating in the capacity as Merger and receiving the benefits thereof, each Seller shall be deemed to have approved the designation of and hereby designates the Seller Representative under this Exchange Agreement and as of the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), Closing as the true representative of the Sellers and lawful agent and as the attorney-in-fact and agent for and on behalf of each Indemnifying Sellers for all purposes in connection with this Agreement and the agreements ancillary hereto, including with respect to claims under Article VII, and the taking by the Seller Representative of any and all actions and the making of any decisions required or permitted to be taken by the Seller Representative under this Agreement and the agreements ancillary hereto, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Seller) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, compensated or reimbursed for Damages, including through set-off or direct recovery from Indemnifying Sellers, in satisfaction of claims by Parent or any other Indemnifying Seller pursuant to Article VII (including by not objecting to such claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with full powers orders of substitution courts with respect to (A) claims by Parent or any other Parent Indemnified Party pursuant to Article VII or (B) any dispute between any Parent Indemnified Party and any such Indemnifying Seller, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to act in the name, place and stead thereof on behalf of each Indemnifying Seller with respect to the performance on behalf disposition, settlement or other handling of Seller all claims under the terms Article VII and provisions of the Seller Representative Documentsall rights or obligations arising under Article VII. The Indemnifying Xxxxxxx and their respective successors, as the same may heirs, estates and assigns shall be from time to time amended, bound by all actions taken and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated executed by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with Article VII, and Xxxxxx and the Escrow Agreementother Parent Indemnified Parties shall be entitled to rely on any action or decision of the Seller Representative. Parent recognizes and intends that the power of attorney granted in this Section 9.13(a) and the powers, immunities and rights to indemnification granted to the Seller Representative hereunder: (1) are coupled with an interest and are irrevocable; (iii2) terminatingmay be delegated by the Seller Representative; and (3) shall survive the death, amending incapacity, dissolution, liquidation, bankruptcy or waiving on behalf winding up of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations each of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor on any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.successor

Appointment of Seller Representative. Within ten (a10) By days of the execution and delivery date of this Exchange Agreement, Seller, Sellers shall form a North Carolina limited liability company. The operating agreement for that limited liability company (a copy of which shall be provided to Buyer) shall provide that Stevxx Xxxxx xx the sole manager of that entity with the full power and authority to take all lawful actions on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in that entity. Within ten (10) days of the capacity as Seller Representative under date of this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “each Seller Representative Documents”)shall, in writing, irrevocably constitute and appoint that limited liability company as the true and lawful agent and attorney-in-fact (the "Seller Representative") of such Seller with full powers power of substitution to act in the name, place and stead thereof of such Seller with respect to all actions or decisions hereunder. Sellers shall promptly provide Buyer a copy of such written appointment(s). Buyer, the performance on other Buyer Indemnitees, and any other person may conclusively and absolutely rely, without inquiry, upon any action of Seller Representative as the action of each Seller, and upon any action of Stevxx Xxxxx xx behalf of Seller under Representative as the terms authorized action of Seller Representative, in all matters related to this Agreement, and provisions of each such Seller confirms all that the Seller Representative Documents, as the same may be from time to time amended, and to shall do or refrain from doing all such further acts and things, and cause to execute all such documents on behalf be done by virtue of Seller, if any, its appointment as Seller Representative will deem necessary or appropriate in connection with any and all Stevxx Xxxxx xxxll do as sole manager of the transactions contemplated Seller Representative. All actions by the Seller Representative Documentsare acknowledged by the parties hereto to be taken by it solely as agent and attorney-in-fact of each Seller. Each Seller covenants and agrees that he or it will not voluntarily revoke the power of attorney conferred upon Seller Representative. If any Seller dies or becomes incapacitated, including: (i) making disabled or incompetent and, as a result, the power of attorney conferred on behalf Seller Representative is revoked by operation of law, it shall not be a breach under this Agreement if the heirs, beneficiaries, estate or other legal representative of such Seller confirms the appointment of Seller Representative as agent and attorney-in-fact for such party. If at any determinations and taking all actions on its behalf relating to time Stevxx Xxxxx xxxs or resigns from the determination position of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment sole manager of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with shall designate Allex Xxxx xx the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereundersuccessor sole manager.

Appointment of Seller Representative. (a) By Each of the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, Sellers hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in Xxxxxx to be the capacity representative of the Sellers (including any successor, the "Seller Representative") and irrevocably authorizes Seller Representative to take all actions, exercise all powers and execute all documents as Seller Representative under may deem necessary or desirable in connection with this Exchange Agreement and the Business Combination Agreement transactions contemplated thereby. The Buyer and after the Ancillary Documents Closing the Company shall be entitled to which rely upon any communication, instrument or document signed or sent by the Seller Representative. All documents executed and all actions taken by Seller Representative shall be binding and enforceable upon all of the Sellers as though each Seller had executed such document and or taken such action. (b) In the event of the resignation, death or other inability to serve of Seller Representative, the Sellers shall appoint a successor Seller Representative by majority vote (based upon the number of Shares in the Company held by the Sellers immediately prior to the Closing) and Buyer shall be entitled to rely upon any notification of a new Seller Representative believed by Buyer to be genuine. Buyer shall be protected in dealing with the Seller Representative before receipt of actual notice that the Seller Representative has been replaced and if the Seller Representative has resigned, died or is a party otherwise unable to serve, Buyer may deal with the Seller Representative or otherwise has rights his estate or another Seller of Buyer's choosing, who shall serve as Seller Representative until replaced in such capacity (collectively accordance with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact Section. Buyer shall not be deemed to have any knowledge of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions any replacement of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf until receipt of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions written notice signed by Seller Representative, including any agreement between his executor or a majority in interest of the Sellers. (c) Buyer shall send all payments, certificates evidencing the Judge Shares and all notices to the Seller Representative at the notice address set forth in Section 12.5 and Seller Representative shall have complete responsibility to distribute such payments, certificates and notices among the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assignsSellers, and neither they nor each Seller hereby releases Buyer, the Company and all of their affiliates, shareholders, directors, officers, employees and agents from any other party shall have the right to object, dissent, protest claim or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.123

Appointment of Seller Representative. (a) By the execution The Sellers and delivery of this Exchange AgreementGuarantors hereby appoint Geraxx Xxxxxxxx xx their representative, Seller, on behalf of itself who shall have full power and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents authority to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing make all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf decisions relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision defense and/or settlement of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of claims for which the Sellers in the reasonable judgment of Seller Representative, will or Guarantors may be taken in the same manner with respect required to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material indemnify Buyer (and adverse nature); (ivvice versa) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; take such other actions (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable actions reasonably related or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (viiancillary thereto) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement be taken after the Closing by the Sellers or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellerGuarantors. All decisions Decisions and actions by Seller RepresentativeGeraxx Xxxxxxxx, including xxcluding, without limitation, any agreement between Seller Representative and Geraxx Xxxxxxxx xxx Buyer relating to the Purchaser Representativedefense or settlement of any claims for which the Sellers or Guarantors may be required to indemnify Buyer, Pubco or Purchaser shall be binding upon Seller all of the Sellers and its successors and assignsGuarantors, and neither they nor any other party no Seller or Guarantor shall have the right to object, dissent, protest or otherwise contest the same. The If Geraxx Xxxxxxxx xxxll die or become incapacitated then the other Sellers and Guarantors (acting by a majority vote) shall select another representative from among the Sellers and Guarantors (or their heirs, executors, administrators or personal representatives) to replace Geraxx Xxxxxxxx, xxich representative shall have the same rights and authorities as Geraxx Xxxxxxxx xxxeunder. By their execution of this Agreement, the Sellers and Guarantors shall be deemed to have agreed that (a) the provisions of this Section 5.1 8.6 are independent and separable, irrevocable and coupled with an interest. interest and shall be enforceable notwithstanding any rights or remedies that any Seller Representative hereby accepts its appointment or Guarantor may have in connection with the transactions contemplated by this Agreement, (b) the remedy at law for any breach of the provisions of this Section 8.6 would be inadequate, (c) Buyer shall be entitled to temporary and authorization as permanent injunctive relief without the necessity of proving damages if it brings an action to enforce the provisions of this Section 8.6, (d) the provisions of this Section 8.6 shall be binding upon the heirs, executors, administrators, personal representatives and successors of each Seller Representative hereunder.and Guarantor, and (e) any reference in this

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself each Former Stockholder and its successors and assigns, Seller hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), X as the true and lawful agent and attorney-in-fact (the "Seller Representative") of such Former Stockholder and Seller with full powers power of substitution to act in the name, place and stead thereof of Seller and such Former Stockholder with respect to (a) the performance on behalf power to execute each of Seller under the terms Escrow Agreements and provisions of any amendments thereto as the Seller Representative Documentsshall deem necessary or appropriate in his sole discretion, (b) the delivery of written instructions to the Escrow Agent to release any portion of the Indemnification Holdback Amount or the Contingent Consideration Letter of Credit, as applicable, (c) the same may be from time to time amendedperformance of the obligations and rights of such Former Stockholder and Seller under each of the Escrow Agreements including, and without limitation, the power to do or refrain from doing all such further acts and things, and to execute execute, deliver and receive all such documents documents, waivers, extensions and amendments as such Seller Representative shall deem necessary or appropriate in his sole discretion in connection with the operation of each of the Escrow Agreements and (d) the receipt, on behalf of Seller, if anyof any payments by Buyer pursuant to Section 2.7, 2.8 or 2.9 (and any such actions shall be binding on Seller and each Former Stockholder). Buyer, the Company and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative as the action of Seller and each Former Stockholder in all matters referred to in this Section 2.11, and Seller and each such Former Stockholder hereby confirm all that the Seller Representative shall do or cause to be done by virtue of his appointment as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated Representative. All actions taken by the Seller Representative Documents, including: (i) making on behalf in such capacity are acknowledged by the parties hereto to be taken by him solely as agent and attorney-in-fact for Seller and each Former Stockholder. By execution of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination this Agreement, X has accepted his appointment as the Seller Representative and any disputes with respect thereto; in consideration for X's agreement to act as the Seller Representative, Seller and each Former Stockholder hereby agrees to indemnify and hold X harmless from and against all damages, losses, liabilities, penalties, costs and expenses (iiincluding court costs and attorneys' fees and expenses, if any) acting on behalf of Seller under or incurred by him in connection with his performance as the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative. Seller and each Former Stockholder covenants and agrees that he will not voluntarily revoke the power of attorney conferred in this Section 2.11. If any Former Stockholder dies or becomes incapacitated, will disabled or incompetent (such deceased, incapacitated, disabled or incompetent Former Stockholder being an "Incapacitated Former Stockholder") and, as a result, the power of attorney conferred by this Section 2.11 is revoked by operation of law, it shall not be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller breach under this Share Exchange Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or legal representative of such Incapacitated Former Stockholder (each a "Successor Former Stockholder") confirms the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions appointment of the Seller Representative Documents; as agent and (viii) otherwise enforcing attorney-in-fact for such Successor Former Stockholder. If at any time X dies or resigns from his position as the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between then Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right designate a successor to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization X as Seller Representative hereundersoon as practicable.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All Subject to Section 4.12 hereof, all decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions The appointment of the Seller Representative Documents, as the same may shall be from time to time amendeddeemed coupled with an interest and shall be irrevocable, and to do or refrain from doing all such further acts Buyer and thingsany other person may conclusively and absolutely rely, and to execute all such documents on behalf without inquiry, upon any action of Seller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated all matters referred to herein. Any action taken by the Seller Representative Documents, including: (i) making on behalf of must be in writing and must be signed by the Seller any determinations and taking all actions on its behalf relating Representative then serving in such capacity. All notices required to be made or delivered by Buyer to the determination of the Adjustment Amount and the adjustment Sellers described above shall be made to the Transaction Consideration under Section 2.5 Seller Representative for the benefit of the Business Combination Agreement, such Seller and any disputes shall discharge in full all notice requirements of Buyer to such Seller with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations . By their appointment of the Sellers in the reasonable judgment of Seller Representative, will Sellers thereby confirm all that the Seller Representative shall do or cause to be taken done by virtue of its appointment as the representative of Sellers hereunder. The Seller Representative shall act for Sellers on all of the matters set forth in this Agreement in the same manner the Seller Representative believes to be in the best interest of Sellers and consistent with respect to all the obligations of Sellers unless otherwise agreed by under this Agreement, but the Seller if subject Representative shall not be responsible to any disparate treatment Seller for any damages which Sellers may suffer by the performance of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative's duties under this Agreement, in its reasonable discretion deems necessary other than damages arising from willful violation of applicable Law or advisable willful misconduct in the performance of its such duties as under this Agreement. The Seller Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expensesno implied covenants, including fees of brokersfunctions, attorneys and accountants incurred pursuant to the transactions contemplated by responsibilities, duties or Liabilities shall be read into this Agreement or shall otherwise exist against the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellerRepresentative. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, Each Seller hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”)X. Xxxxxxxxxx, as the his true and lawful agent and attorney-in-fact of and agent (the "Seller Representative"), with full powers power of substitution or resubstitution, to act in the name, place exclusively for and stead thereof on behalf of such Seller with respect to the performance on behalf of Seller under all matters arising in connection with this Agreement, in accordance with the terms and provisions of the this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of such Seller Representative Documentsin any litigation or arbitration involving this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller(including, if anywithout limitation, the Escrow Agreement) as the Seller Representative will shall deem necessary or appropriate in connection with any of the transactions contemplated by hereby, including the Seller Representative Documents, includingpower: (i) making a)to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity Claim on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect theretosuch Seller; (ii) acting on behalf of b)to act for such Seller under or with regard to matters pertaining to litigation; (c)to execute and deliver all documents in connection with the Escrow Agreementtransactions contemplated hereby or amendments thereto that the Seller Representative deems necessary or appropriate; (iii) terminatingd)to receive funds, amending make payments of funds, and give receipts for funds; (e)to receive funds for the payment of expenses of such Seller and apply such funds in payment for such expenses; (f)to do or waiving refrain from doing any further act or deed on behalf of such Seller any provision of any that the Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable appropriate in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant sole discretion relating to the transactions contemplated by the subject matter of this Agreement as fully and completely as such Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documentscould do if personally present; and (viii) otherwise enforcing the rights and obligations g)to receive service of Seller process in connection with any Claims under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Sellerthis Agreement. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder..Irrevocable

Appointment of Seller Representative. (a) By Each of the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, Sellers hereby irrevocably constitutes and (y) appoints Xxxxx Xxxxxxx in Xxxxxx X. Xxxxxx as the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreementhereunder, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place as such Seller’s representative and stead thereof agent with respect to all matters relating to this Agreement for the performance period commencing on behalf of the date hereof and ending no earlier than the date on which the Second Earn-Out Payment (after being paid in accordance with Section 2.3(c)) is distributed from the Seller under Account to the terms Sellers, and provisions of (z) empowers the Seller Representative Documents, as with the same may be from time authority to time amended, and to do or refrain from doing all act on such further acts and things, and to execute all such documents on Seller’s behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, includingto: (i) making on behalf of Seller take any determinations and taking all actions on its behalf relating to the determination or exercise any rights of the Adjustment Amount and the adjustment to the Transaction Consideration Sellers under Section 2.5 of the Business Combination this Agreement, and any disputes with respect thereto; (ii) acting on behalf waive any rights of, or requirements or obligations owing to, any of Seller the Sellers under or in connection with the Escrow this Agreement; (iii) terminatingconsent to, amending agree to, or waiving on behalf of Seller any provision approve of any Seller Representative Documents (providedactions that require the vote, that consent, agreement or approval of any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature)under this Agreement; (iv) signing provide notice from, and receive notice on behalf of, any of Seller any releases or other documents the Sellers with respect to any dispute or remedy arising under any Seller Representative Documentsthis Agreement; and (v) employing execute (1) the receipt required to be delivered to Purchaser on or prior to Closing as required by Section 3.2(b) and obtaining the advice (2) each agreement with a recipient of legal counsela Transaction Payment, accountants which agreements will be delivered to Purchaser on or prior to Closing as required by Section 3.2(w). Purchaser and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to Parent may rely on their advice and counsel; (vi) incurring accept the acts, disclosures and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions communications of the Seller Representative Documents; with respect to the foregoing as though made separately by each Seller and (viii) otherwise enforcing may rely on notices provided to the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of as a notice provided to each Seller. All decisions and actions by Seller Representative, including any agreement between Such grant of authority to the Seller Representative and the may be revoked by a Seller by prior written notice to Purchaser. In addition, each Seller agrees to hold Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors Affiliates (including Parent) harmless and assigns, and neither they nor to not make a claim against Purchaser or any other party shall have of its Affiliates (including Parent) with respect to or in connection with Purchaser’s reliance on the right authorization granted to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. Each of Paragren and the Shareholders hereby appoints Magid Abraham and a designee appointed by Cognizant, initially Greg Vxxxxxxxxxx, xcting jointly, (athe "Seller Representatives") By the execution xxxxxxxxx-xx-xxxt of such person, with full power and delivery authority, including power of this Exchange Agreementsubstitution, Seller, acting in the name of and for and on behalf of itself such person to amend or waive any provision of this Agreement, to terminate this Agreement pursuant to the provisions hereof, and its successors to take all other action under or related to this Agreement, which in their discretion, they may consider necessary or proper to effectuate the transactions contemplated hereunder or thereunder and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under to resolve any dispute with APAC over any aspect of this Exchange Agreement and on behalf of such person to enter into any agreement to effectuate any of the Business Combination Agreement foregoing which shall have the effect of binding such person as if such person had personally entered into such an agreement; provided, however, that all actions taken or decisions made by the Seller Representatives on behalf of Paragren or the Shareholders shall be taken or made in a manner which is ratable and equitable amongst all of them. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the Ancillary Documents to which death or incapacity or liquidation or dissolution of Paragren or any Shareholder or the occurrence of any other event or events. The Seller Representative is a party or otherwise has rights in such capacity (collectively with Representatives may not terminate this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact power of Seller with full powers of substitution to act in the name, place and stead thereof attorney with respect to Paragren or Shareholder, or such person's successors or assigns without the performance on behalf consent of Seller under APAC. Paragren and the terms and provisions of Shareholders agree to hold the Seller Representative DocumentsRepresentatives harmless from any and all loss, damage or liability and expenses (including legal fees) which such persons may sustain as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf a result of Seller, if any, as Seller Representative will deem necessary or appropriate any action taken in connection with any of the transactions contemplated good faith by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunderRepresentatives.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions The appointment of the Seller Representative Documents, as the same may shall be from time to time amendeddeemed coupled with an interest and shall be irrevocable, and to do or refrain from doing all such further acts Buyer and thingsany other person may conclusively and absolutely rely, and to execute all such documents on behalf without inquiry, upon any action of Seller, if any, as the Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated all matters referred to herein. Any action taken by the Seller Representative Documents, including: (i) making on behalf of must be in writing and must be signed by the Seller any determinations and taking all actions on its behalf relating Representative then serving in such capacity. All notices required to be made or delivered by Buyer to the determination of the Adjustment Amount and the adjustment Sellers described above shall be made to the Transaction Consideration under Section 2.5 Seller Representative for the benefit of the Business Combination Agreement, such Seller and any disputes shall discharge in full all notice requirements of Buyer to such Seller with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations . By their appointment of the Sellers in the reasonable judgment of Seller Representative, will Sellers thereby confirm all that the Seller Representative shall do or cause to be taken done by virtue of its appointment as the representative of Sellers hereunder. The Seller Representative shall act for Sellers on all of the matters set forth in this Agreement in the same manner the Seller Representative believes to be in the best interest of Sellers and consistent with respect to all the obligations of Sellers unless otherwise agreed by under this Agreement, but the Seller if subject Representative shall not be responsible to any disparate treatment Seller for any damages which Sellers may suffer by the performance of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative's duties under this Agreement, in its reasonable discretion deems necessary other than damages arising from willful violation of applicable Law or advisable willful misconduct in the performance of its such duties as under this Agreement. The Seller Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expensesno implied covenants, including fees of brokersfunctions, attorneys and accountants incurred pursuant to the transactions contemplated by responsibilities, duties or Liabilities shall be read into this Agreement or shall otherwise exist against the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. Each Seller and Trust Beneficiary hereby appoints George Ward and Matthew J. Carmody, acting jointly (athe "SELLER REPREXXXXXXXXXX"), thx xxxxxxxxx-xx-xxxt of such Seller or Trust Beneficiary, as the case may be, with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Seller or Trust Beneficiary, as the case may be, (i) By the execution and delivery to amend or waive any provision of this Exchange Agreement or any Ancillary Agreement, Seller(ii) to terminate this Agreement or any Ancillary Agreement pursuant to the provisions hereof or thereof, (iii) to do all other things and to take all other action under or related to this Agreement or any Ancillary Agreement that the Seller Representatives may consider necessary or proper to effectuate the transactions contemplated hereby and thereby, (iv) to resolve any dispute with Buyer Parent, Buyer or Buyer Sub over any aspect of this Agreement or any Ancillary Agreement, and (v) on behalf of such Seller or Trust Beneficiary, as the case may be, to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding such Seller or Trust Beneficiary, as the case may be, as if such Seller or Trust Beneficiary had personally entered into such an agreement. The Seller Representatives shall have the exclusive right, power and authority, on behalf of itself all Sellers and its successors Trust Beneficiaries, to pursue, defend, and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents settle any indemnification claims pursuant to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, Article XIV and to do or refrain from doing all such further acts and things, things and to execute take all such documents on behalf of Seller, if any, as other actions the Seller Representative will deem Representatives may consider necessary or appropriate in connection proper to resolve any indemnification claims after the Closing. This appointment and power of attorney shall be deemed as coupled with any an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of the transactions contemplated law, whether by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under death or in connection with the Escrow Agreement; (iii) terminating, amending incapacity or waiving on behalf of Seller any provision liquidation or dissolution of any Seller Representative Documents (provided, that or Trust Beneficiary or the occurrence of any such action, if material to other event or events and the rights and obligations Seller Representatives may not terminate this power of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents attorney with respect to any dispute Seller or remedy arising under any Seller Representative Documents; (v) employing and obtaining Trust Beneficiary or such Seller's or Trust Beneficiary's successors or assigns without the advice consent of legal counselBuyer. Upon the death, accountants and other professional advisors as disability or resignation of a Seller Representative, in its reasonable discretion deems necessary such Person's successor shall be appointed by the surviving or advisable in remaining Seller Representative. Any notice given to the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred Representatives pursuant to the transactions this Agreement or any other agreements contemplated by the Seller Representative Documentshereby shall constitute effective notice to all Sellers and Trust Beneficiaries, and any other reasonable fees and expenses allocable or in any way relating Party to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all this Agreement or any portion of other Person may rely on any notice, consent, document, election or other communication received from the consideration provided to Seller under this Share Exchange Agreement Representatives as if such notice, consent, document, election or other communication had been received from all the Business Combination Agreement Sellers and to distribute the same to Trust Beneficiaries. Each Seller and the other Sellers in accordance with the provisions of Trust Beneficiary agrees to hold the Seller Representative Documents; Representatives harmless from any and all loss, damage, liability or expense (viiiincluding legal fees) otherwise enforcing which such Seller Representatives may sustain as a result of any action taken in good faith by the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunderRepresentatives.

Appointment of Seller Representative. Each corporation which is a part of "Seller" as listed on Exhibit B hereby confirms its appointment of Trans-Lux Multi-Media Corporation as its agent (a"Seller Representative") By to receive the execution Purchase Price, and delivery of to receive all notices to "Seller" under this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful exclusive agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute and all matters, claims, controversies, or remedy disputes arising under any out of the terms of this Agreement after the Closing. The Seller Representative Documents; (v) employing shall have the power to take any and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by all actions which the Seller Representative Documents, and any other reasonable fees and expenses allocable believes are necessary or appropriate or in any way relating to the best interests of the Seller, as fully as if each such transactionSeller was acting on its own behalf, whether incurred prior or subsequent to the Closing; including (viia) receiving all or any portion copies of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder directed to the Seller under this Agreement and to take any action or thereunder on behalf of Seller. All decisions no action in connection therewith as the Seller Representative may deem appropriate and (b) to take any action (or to determine to take no action) with respect to this Agreement or the actions by contemplated hereby, whether before or after the Closing, as the Seller RepresentativeRepresentative may deem appropriate as effectively as the Sellers could act themselves, including the settlement or compromise of any agreement between Seller Representative and the Purchaser Representative, Pubco dispute or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the samecontroversy. The provisions of this Section 5.1 are irrevocable and authority granted hereunder is deemed to be coupled with an interest. The dissolution of any Seller shall not terminate the authority and agency of the Seller Representative. The Sellers shall hold the Seller Representative hereby accepts its free and harmless from and indemnify the Seller Representative against any and all liabilities, claims, demands, judgments, losses, costs, damages, obligations, or expenses whatsoever (including reasonable attorneys', consultants', and other professional fees and disbursements of every kind, nature, and description incurred by the Seller Representative in connection therewith) which it may sustain as a result of any action taken hereunder. The execution by the Sellers of this Agreement shall be deemed approval of this Section 16.11, and the appointment and authorization of the Seller Representative. Signed this 7th day of July , 2008 ----- ------------- SELLER: TRANS-LUX VALLEY CORPORATION TRANS-LUX DESERT SKY CORPORATION TRANS-LUX SUMMIT CORPORATION TRANS-LUX SKYLINE CORPORATION TRANS-LUX COLORADO CORPORATION TRANS-LUX DURANGO CORPORATION TRANS-LUX HIGH FIVE CORPORATION TRANS-LUX LOVELAND CORPORATION TRANS-LUX FOUR CORNERS CORPORATION TRANS-LUX LOS LUNAS CORPORATION TRANS-LUX STARLIGHT CORPORATION TRANS-LUX LOMA CORPORATION TRANS-LUX TAOS CORPORATION TRANS-LUX STORYTELLER CORPORATION TRANS-LUX LARAMIE CORPORATION TRANS-LUX CINEMA CONSULTING CORPORATION TRANS-LUX MOVIE OPERATIONS CORPORATION TRANS-LUX NEW MEXICO CORPORATION TRANS-LUX DREAMCATCHER CORPORATION TRANS-LUX SOUTHWEST CORPORATION TRANS-LUX WYOMING CORPORATION By: TRANS-LUX MULTI-MEDIA CORPORATION, as Seller Representative hereunder.By: /s/ Xxxxxxx X. Xxxxxxx Witness: /s/ Xxxxxx X. Xxxxx ----------------------- -------------------- Name: Xxxxxxx Xxxxxxx Title: President PURCHASER: STORYTELLER THEATERS CORPORATION By: /s/ Xxxxx X. Xxxxx Witness: /s/ Xxxxx Xxxx ----------------------- -------------------- Name: Xxxxx X. Xxxxx Title: Chairman of the Board EXHIBIT A Certain Definitions

Appointment of Seller Representative. (a) By the execution Sellers hereby appoint Xxxx Xxxx Xxxx Xxxx as their representative, who shall have full power and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents authority to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing make all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf decisions relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision defense and/or settlement of any Seller Representative Documents claims for which Sellers may be required to indemnify Purchasers (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (ivvice versa) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; take such other actions (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable actions reasonably related or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (viiancillary thereto) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or be taken after the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of SellerClosing by Sellers. All decisions Decisions and actions by Seller RepresentativeXxxx Xxxx Xxxx Xxxx, including including, without limitation, any agreement between Seller Representative Xxxx Xxxx Xxxx Xxxx and Purchasers relating to the Purchaser Representativedefense or settlement of any claims for which Sellers may be required to indemnify Purchasers, Pubco or Purchaser shall be binding upon Seller and its successors and assignsall of Sellers, and neither they nor any other party no Seller shall have the right to object, dissent, protest or otherwise contest the same. The If Xxxx Xxxx Xxxx Xxxx shall die or become incapacitated then the other Sellers (acting by a majority vote) shall select another representative from among Sellers (or their heirs, executors, administrators or personal representatives) to replace Xxxx Xxxx Xxxx Xxxx, which representative shall have the same rights and authorities as Xxxx Xxxx Xxxx Xxxx hereunder. By their execution of this Agreement, Sellers shall be deemed to have agreed that (i) the provisions of this Section 5.1 7.5 are independent and separable, irrevocable and coupled with an interest. interest and shall be enforceable notwithstanding any rights or remedies that any Seller Representative hereby accepts its appointment may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 7.5 would be inadequate, (iii) Purchasers shall be entitled to temporary and authorization as permanent injunctive relief without the necessity of proving damages if it brings an action to enforce the provisions of this Section 7.5, (iv) the provisions of this Section 7.5 shall be binding upon the heirs, executors, administrators, personal representatives and successors of each Seller, and (v) any reference in this Agreement to a Seller Representative shall mean and include the successors to the Seller's rights hereunder, whether pursuant to a testamentary disposition, the laws of descent and distribution, or otherwise.

Appointment of Seller Representative. (a) By the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution to act in the name, place and stead thereof with respect to the performance on behalf of Seller under the terms and provisions of the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, as Seller Representative will deem necessary or appropriate in connection with any of the transactions contemplated by the Seller Representative Documents, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving directing the Purchaser, Pubco, or any agent engaged pursuant to the Business Combination Agreement to distribute all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. (a) By Each Seller, by virtue of the execution and delivery of this Exchange Agreement, Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in Xxxxxx to be the capacity as Seller Representative under this Exchange Agreement and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful agent and attorney-in-fact of Seller with full powers of substitution authorized and empowered to act in the nameact, place for and stead thereof with respect to the performance on behalf of Seller under the terms and provisions any or all of the Sellers (the “Seller Representative DocumentsRepresentative”), as the same may be from time for all matters arising out of or relating to time amendedthis Agreement generally, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Seller, if any, other matters as Seller Representative will deem are reasonably necessary or appropriate in connection with any for the consummation of the transactions contemplated by this Agreement including (a) to review all determinations and adjustments to the Seller Representative DocumentsPurchase Price in Section 2.03 and, including: to the extent deemed appropriate, dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such determinations; (ib) making to agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to any indemnity claim under this Agreement; (c) to appoint any arbitrator and conduct any arbitration with respect to this Agreement; (d) to enforce or waive any representation, warranty or covenant or condition of the Buyer or Parent under this Agreement; (e) to execute and deliver on behalf of Seller the Sellers any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under documents or agreement contemplated by or necessary or desirable in connection with the Escrow this Agreement; and (iiif) terminatingto take such further actions, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material including coordinating and administering post-closing matters related to the rights and obligations of the Sellers, as are authorized in this Agreement. For greater certainty, each Seller specifically acknowledges that the Seller Representative is authorized to bind the Sellers to make monetary payments in order to give effect to the reasonable judgment provisions of this Section 10.02 and the other provisions of this Agreement. The Buyer and Parent shall be entitled to deal only with the Seller Representative, will be taken Representative in the same manner with respect to of all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy matters arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counselthis Agreement, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expensesany decision, including fees of brokersaction, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable consent or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions instruction of the Seller Representative Documents; as being the decision, action, consent or instruction of each and every Seller (viiiincluding receiving and making payments, receiving and sending notices (including notices of termination), receiving and delivering documents, exercising, enforcing or waiving rights or conditions and giving releases and discharges). Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, or a principal defense shall be ineffective by reason only of it having been made or given to or by a Seller as the case may be, directly if the Buyer and such Seller consent by virtue of not objecting to such dealings without the intermediary of the Seller Representative. Neither the Buyer nor any of its Affiliates (including, effective as of the Closing, the Company) otherwise enforcing shall have any liability to the rights and obligations of Seller under any Seller Representative Documentsfor its acts, including giving and receiving all notices and communications hereunder omissions or thereunder on behalf of Seller. All decisions and actions by expenses in its capacity as the Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder.

Appointment of Seller Representative. (a) By the execution Each Seller irrevocably appoints and delivery of this Exchange Agreement, Seller, on behalf of itself and authorizes Xxxxxx Xxxxxxxx as his or its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxx in the capacity as Seller Representative representative under this Exchange Agreement (“Seller Representative”) and the Business Combination Agreement and the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectively with this Exchange Agreement and the Business Combination Agreement, the “Seller Representative Documents”), as the true and lawful his or its agent and attorney-in-fact to take such action as agent and attorney-in-fact on each Seller’s behalf and to exercise such powers under this Agreement as are specified herein or therein, together with all such powers as are reasonably incidental thereto (the “Seller Representative Duties”). Seller Representative may perform his Seller Representative Duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney. Buyer shall be entitled to deal exclusively with Seller with full powers Representative on behalf of substitution to act in the name, place any and stead thereof all Sellers with respect to the performance all Seller Representative Duties, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller under the terms by Seller Representative, and provisions on any other action taken or purported to be taken on behalf of any Seller by Seller Representative, as fully binding upon such Seller, in each case in connection with the Seller Representative Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of Duties. (b) Each Seller, if anyfully and without restriction, as agrees to be bound by all notices given and received and agreements and determinations made by and documents executed and delivered by Seller Representative will deem necessary under or appropriate in connection with this Agreement or any of the transactions contemplated by the Seller Representative Documentshereby, including: (i) making on behalf of Seller any determinations and taking all actions on its behalf relating to the determination of the Adjustment Amount and the adjustment to the Transaction Consideration under Section 2.5 of the Business Combination Agreement, and any disputes with respect thereto; (ii) acting on behalf of Seller under or in each case in connection with the Escrow Agreement; (iii) terminating, amending or waiving on behalf of Seller any provision of any Seller Representative Documents (provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by Seller if subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of Seller any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion deems necessary or advisable in the performance of its duties as Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated by the Seller Representative Documents, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to the Closing; (vii) receiving all or any portion of the consideration provided to Seller under this Share Exchange Agreement or the Business Combination Agreement and to distribute the same to Seller and the other Sellers in accordance with the provisions of the Seller Representative Documents; and (viii) otherwise enforcing the rights and obligations of Seller under any Seller Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of Seller. All decisions and actions by Seller Representative, including any agreement between Seller Representative and the Purchaser Representative, Pubco or Purchaser shall be binding upon Seller and its successors and assigns, and neither they nor any other party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunderDuties.