Common use of Appointment of Seller Representative Clause in Contracts

Appointment of Seller Representative. Each Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action or decision to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.

Appointment of Seller Representative. (a) Each Seller, by virtue of the approval and adoption of this Agreement, hereby irrevocably constitutes and appoints the Seller hereby appoints Representative (and designates Xxxxxx X. Xxxxxxx by execution and Xxxxxxx X. Xxxxxx, jointly (collectivelydelivery of this Agreement, the "Seller Representative"Representative accepts such appointment) as the true and lawful his agent and attorney-in-fact for and on behalf of such Seller Seller, with full power of substitution, to act in the same, place and stead of such Seller, as applicable, with respect to the matters contemplated by Section 9.09(b) hereof. (b) The Seller Representative shall have such powers and authority as are necessary or appropriate to carry out the functions assigned to him under this Agreement and the Transaction Documents. Any action or decision to be made All actions, notices, communications and determinations by the Seller Representative to carry out such functions shall require conclusively be deemed to have been authorized by, and shall be binding upon, the approval Sellers. Neither the Seller Representative nor any of both Xxxxxx X. Xxxxxxx his representatives or affiliates will have any liability to the Sellers with respect to actions taken or omitted to be taken by the Seller Representative in such capacity (or any of his representatives or affiliates in connection therewith), except with respect to the Seller Representative’s gross negligence or willful misconduct. The Seller Representative shall be entitled to engage such counsel, experts and Xxxxxxx X. Xxxxxxother agents and consultants as he shall deem necessary in connection with exercising his powers and performing his function hereunder and (in the absence of bad faith on the part of the Seller Representative) shall be entitled to conclusively rely on the opinions and advice of such Persons. All actions, decisions, instructions and notices of the Seller Representative taken, made or provided in accordance with this Agreement and any ancillary agreements shall be conclusive and binding upon the Sellers to the same extent as if such Sellers had taken such action, made such decision or provided or received such instruction or notice directly. Buyer may rely (without investigation) upon any representation or action taken by the Seller Representative in connection with this Agreement, any ancillary agreements, all certificates, documents or instruments delivered pursuant hereto or thereto and the transactions contemplated hereby and thereby as being authorized by the Sellers, and no party hereto shall have any cause of action against Buyer or the Company for any action taken by Buyer or the Company in reliance upon any such decision, consent, instruction or action, including, for the avoidance of doubt, any payments made by Buyer in accordance with the allocation and wire instructions set forth on Section 1.02 of the Disclosure Schedules. (c) The Seller Representative shall have the authority right, in his sole discretion, to take such actions recover from the Sellers any documented reasonable out-of-pocket expenses incurred in the performance of his duties hereunder, including those resulting from the engagement of financial advisors, attorneys, auditors and exercise such discretion as is required other advisors and agents assisting in the assessment of the Seller Representative pursuant to the terms arbitration, litigation and settlement of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims disputes arising under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.

Appointment of Seller Representative. Each Seller (in its capacity as Seller and as Servicer) hereby irrevocably appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") 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 such the other Transaction Documents and (b) take all other actions (including in respect of compliance with covenants) on behalf of any Seller with full power or the Sellers under this Agreement and the other Transaction Documents which the Seller Representative deems appropriate and to exercise powers as are reasonably incidental thereto to carry out the purposes of substitutionthis Agreement and the other Transaction Documents. Any action or decision to be 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 require be deemed for all purposes to have been made by such Seller and shall be binding upon and enforceable against such Seller to the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxsame extent as if the same had been made directly by such Seller. The Seller Representative shall have It is understood that the authority to take such actions and exercise such discretion as is required appointment of the Seller Representative pursuant hereunder is done solely as an accommodation to the terms of this Agreement Sellers, and the Escrow Agreement (and Purchaser shall in no way incur liability to any such actions shall be binding on each Seller) including Seller as a result thereof. Each Seller expects to derive benefit, indirectly or directly, from the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf appointment of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary Representative. Each Seller hereby jointly and severally agrees to indemnify the Purchaser against any and all liability, by any third party whatsoever, arising from or appropriate in connection with the consummation incurred by reason of the transactions contemplated by the terms and provisions Purchaser relying on any instructions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentative.

Appointment of Seller Representative. (a) Each Seller hereby irrevocably appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxthe Seller Representative as its sole, jointly (collectivelyexclusive, the "Seller Representative") as the true and lawful agent representative and attorney-in-fact of such Seller fact, agent and proxy, with full power of substitution. Any action substitution to act in its name, place and stead 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 decision after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (iii) accepting and disbursing any funds received hereunder to be made such Seller and each other Seller, (iv) on behalf of each Seller, determining the satisfaction of, or otherwise waiving, any closing condition contained in Article VIII, and giving or agreeing to, on behalf of such Seller, any and all consents, waivers, amendments, or modifications, deemed by the Seller Representative shall require 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 approval Closing on behalf of both Xxxxxx X. Xxxxxxx Sellers, (v) negotiating, settling, compromising and Xxxxxxx X. Xxxxxxotherwise 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. The 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 actions Sellers with respect to such Third Party Claim and exercise that such discretion determination shall be binding upon such Sellers. Notwithstanding anything to the contrary in this Agreement or any of the 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 and any Affiliate of the Seller Representative with respect to any claim asserted against or damages incurred by or on behalf of the Seller Representative or such Affiliate of the Seller Representative as is required a result of the Seller Representative carrying out his, her or its duties and obligations as the Seller Representative as contemplated by this Agreement. (b) The Seller Representative and each other Seller shall be and are bound by all decisions, actions, inactions, consents or instructions taken by the Seller Representative pursuant to this Section 11.12 on behalf of the Sellers. The Seller Representative will not be liable to any Seller for any act taken or omitted by it as permitted under this Agreement, except if taken or omitted in bad faith or by willful misconduct. The Seller Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). (c) The Sellers understand and agree that the Seller Representative may have various actual, perceived or potential conflicts of interest and hereby waive and agree to waive any and all such conflicts of interest, not to assert any claim on the basis thereof, and not to seek to disqualify the Seller Representative due to any and all such conflicts of interest or potential conflicts of interest or appearances of impropriety. (d) None of the Purchaser, Parent or any of their Affiliates (including, from and after the Closing, the Target Group Companies) shall have any Liability to any of Sellers or the Seller Representative arising out of the acts or omissions of the Seller Representative or any disputes among Sellers or any other Person who may own (or who may purport to own) an interest in a Seller or between Sellers and the Seller Representative. From and after the Closing, to the extent that the Purchaser or Parent or any of their Affiliates (including, from and after the Closing, any Target Group Company) makes any payment hereunder to the Seller Representative, such payment shall be deemed to satisfy in full the payor’s obligations in respect of the amount of the payment made by such payor (subject to delivery of the payment in accordance with the terms of this Agreement Agreement), it being agreed and understood that such applicable Sellers and their respective Affiliates shall have no recourse, nor shall they be permitted to pursue any claim, against the Escrow Agreement Purchaser, Parent any of their Affiliates (including, from and after the Closing, any Target Group Company) in respect of the amount of the payment made by the payor (whether such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that payment was not paid over by the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive for any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreementother reason).

Appointment of Seller Representative. Each (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 hereby appoints Representative under this Exchange Agreement and designates Xxxxxx X. Xxxxxxx the Business Combination Agreement and Xxxxxxx X. Xxxxxx, jointly the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectivelycollectively with this Exchange Agreement and the Business Combination Agreement, the "“Seller Representative") Representative Documents”), as the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution. Any action or decision substitution to be made by act in the name, place and stead thereof with respect to the performance on behalf of Seller Representative shall require under the approval of both Xxxxxx X. Xxxxxxx terms and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required provisions of the Seller Representative pursuant Documents, as the same may be from time to the terms of this Agreement time amended, and the Escrow Agreement (to do or refrain from doing all such further acts and any things, and to execute all such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to executeSeller, acknowledgeif any, deliver, record and file all ancillary agreements, certificates and documents that the as Seller Representative deems will deem necessary or appropriate in connection with the consummation any of the transactions contemplated by the terms 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 Agreement;Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder. (b) Any other person or entity, including the Purchaser Representative, Pubco, Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of Seller Representative as the acts of the Seller under the Seller Representative Documents. The Purchaser Representative, Pubco, Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of Seller Representative as to (i) any payment instructions provided by Seller Representative or (ii) any other actions required or permitted to be taken by Seller Representative under the Seller Representative Documents, and Seller shall not have any cause of action against the Purchaser Representative, Pubco, Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of Seller Representative. The Purchaser Representative, Pubco, Purchaser and the Company shall not have any liability to Seller for any allocation or distribution among the Sellers by Seller Representative of payments made to or at the direction of Seller Representative. All notices or other communications required to be made or delivered to Seller under any Seller Representative Document shall be made to Seller Representative for the benefit of Seller, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to Seller with respect thereto. All notices or other communications required to be made or delivered by Seller under any Seller Representative Document shall be made by Seller Representative (except for a notice under Section 5.1(d) of the replacement of Seller Representative). (c) Seller Representative will act for Seller on all of the matters set forth in any Seller Representative Document in the manner Seller Representative believes to receive be in the best interest of Seller, but Seller Representative will not be responsible to Seller for any payments due damages, losses, liabilities, claims or costs (“Damages”) that Seller may suffer by reason of the performance by Seller Representative of Seller Representative’s duties hereunder or thereunder, other than Damages arising from the bad faith, gross negligence or willful misconduct by Seller Representative in the performance of its duties under the Seller Representative Documents. Seller hereby agrees to indemnify, defend and hold Seller Representative harmless from and against any and all Damages reasonably incurred or suffered as a result of the performance by Seller Representative of Seller Representative’s duties under the Seller Representative Documents, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of Seller Representative. Seller Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder. All of the indemnities, immunities, releases and powers granted to Seller Representative under this Agreement Section 5.1 shall survive the Closing and acknowledge receipt for such payments;continue indefinitely. (d) If Seller Representative shall die, become disabled, resign or otherwise be unable or unwilling to waive fulfill his, her or its responsibilities as representative and agent of Seller, then Seller and the other Sellers shall, within ten (10) days after such death, disability, resignation or other event, appoint a successor Seller Representative (by vote or written consent of Sellers holding in the aggregate in excess of fifty percent (50%) of the Company Shares held by all Sellers, and promptly thereafter (but in any breach or default under event within two (2) Business Days after such appointment) notify the Purchaser Representative, the Company, Purchaser and Pubco in writing of the identity of such successor. Any such successor so appointed shall become the “Seller Representative” for purposes of this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Exchange Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the other Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementDocuments.

Appointment of Seller Representative. Each Seller and Trust Beneficiary hereby appoints George Ward and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxMatthew J. Carmody, acting jointly (collectively, the "Seller RepresentativeSELLER REPREXXXXXXXXXX") as the true and lawful agent and attorney), thx xxxxxxxxx-inxx-fact xxxt of such Seller or Trust Beneficiary, as the case may be, with full power and authority, including power of substitution. Any action , acting in the name of and for and on behalf of such Seller or decision Trust Beneficiary, as the case may be, (i) to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms amend or waive any provision of this Agreement and the Escrow Agreement or any Ancillary Agreement, (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (eii) to terminate this Agreement; Agreement or any Ancillary Agreement pursuant to the provisions hereof or thereof, (fiii) to receive service of process in connection with do all other things and to take all other action under or related to this Agreement or any claims under this Agreement; Ancillary Agreement that the Seller Representatives may consider necessary or proper to effectuate the transactions contemplated hereby and thereby, (giv) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under 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 all Sellers and Trust Beneficiaries, to pursue, defend, and settle any indemnification claims pursuant to Article XIV and to do all things and to take all other actions the Seller Representatives may consider necessary or proper to resolve any indemnification claims after the Closing. 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 death or incapacity or liquidation or dissolution of any Seller or Trust Beneficiary or the occurrence of any other event or events and the Escrow AgreementSeller Representatives may not terminate this power of attorney with respect to any Seller or Trust Beneficiary or such Seller's or Trust Beneficiary's successors or assigns without the consent of Buyer. Upon the death, disability or resignation of a Seller Representative, such Person's successor shall be appointed by the surviving or remaining Seller Representative. Any notice given to the Seller Representatives pursuant to this Agreement or any other agreements contemplated hereby shall constitute effective notice to all Sellers and Trust Beneficiaries, and any other Party to this Agreement or any other Person may rely on any notice, consent, document, election or other communication received from the Seller Representatives as if such notice, consent, document, election or other communication had been received from all the Sellers and Trust Beneficiaries. Each Seller and Trust Beneficiary agrees to hold the Seller Representatives harmless from any and all loss, damage, liability or expense (including the settlement legal fees) which such Seller Representatives may sustain as a result of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace action taken in good faith by the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentatives.

Appointment of Seller Representative. Each Seller (a) The Sellers hereby appoints irrevocably appoint JM Representatives, LLC, as such Sellers’ agents and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorneyattorneys-in-fact of such Seller with full power and authority to act for and on behalf of substitutioneach Seller to receive payments on behalf of each Seller (including each Seller’s portion of the Closing Payment), to give and receive notices and communications, to accept service of process on behalf of the Sellers pursuant to Section 5.6 and Section 6.10, to authorize and agree to adjustments to the Purchase Price under Section 1.3 and other applicable provisions of this Agreement and Escrow Agreement, to agree to, negotiate, enter into settlements and compromises of, and comply with judgments of courts or other Governmental Entities and awards of arbitrators, with respect to, any claims by any Buyer against any Seller or by any Seller against any Indemnified Party, or any other dispute between any Indemnified Party and any Seller, in each case relating to this Agreement or the transactions contemplated by this Agreement and to take all actions that are either (i) necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. (b) The Seller Representative will receive no compensation for services as the Seller Representative. Any action or decision At the Closing, Buyer shall cause the Seller Representative Reserve Account to be made deposited with the Seller Representative in accordance with Section 1.2. The Seller Representative Reserve Account shall be used by the Seller Representative as shall require be necessary to pay the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of expenses incurred by the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation performance of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights its duties under this Agreement and the Escrow Agreement, including the settlement including, but not limited to, professional fees and expenses of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers mayattorney, at any time, substitute accountant or replace other advisors retained by the Seller Representative named above, if such action is agreed to and other reasonable out-of-pocket expenses incurred by the Seller Representative in writing by Sellers owning not less than a majority connection with the performance of the Common Stock Seller Representative’s duties under this Agreement and the Escrow Agreement. The Seller Representative Reserve Account shall not be used for any other purpose. (c) The Sellers, on a fully-diluted several basis and a copy not jointly, will indemnify the Seller Representative against any loss, liability or expense incurred by the Seller Representative while acting pursuant to any provision of this Section 6.1 on behalf of the Sellers. (d) Any amount of the Seller Representative Reserve Amount that remains on the date when funds are last released under the Escrow Agreement shall thereafter be promptly disbursed by the Seller Representative to the Sellers in accordance with their percentages set forth on Schedule A. (e) Buyer shall be entitled to rely upon any document or other paper delivered by Sellers’ Representative as being authorized by Sellers, and Buyer shall not be liable to any Seller for any action taken or omitted to be taken by Buyer based on such writing is delivered to each party to this Agreementreliance.

Appointment of Seller Representative. Each Seller The Sellers and Guarantors hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxappoint Geraxx Xxxxxxxx xx their representative, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with who shall have full power and authority to make all decisions relating to the defense and/or settlement of substitution. Any action any claims for which the Sellers or decision Guarantors may be required to indemnify Buyer (and vice versa) and to take such other actions (and any other actions reasonably related or ancillary thereto) provided to be made taken after the Closing by the Sellers or the Guarantors. Decisions and actions by Geraxx Xxxxxxxx, xxcluding, without limitation, any agreement between Geraxx Xxxxxxxx xxx Buyer relating to the defense or settlement of any claims for which the Sellers or Guarantors may be required to indemnify Buyer, shall be binding upon all of the Sellers and Guarantors, and no Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative or Guarantor shall have the authority right to take such actions object, dissent, protest or otherwise contest the same. If Geraxx Xxxxxxxx xxxll die or become incapacitated then the other Sellers and exercise such discretion 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 is required of the Seller Representative pursuant to the terms Geraxx Xxxxxxxx xxxeunder. By their execution of this Agreement Agreement, the Sellers and the Escrow Agreement (and any such actions Guarantors shall be binding on each Seller) including the following: deemed to have agreed that (a) to receivethe provisions of this Section 8.6 are independent and separable, hold irrevocable and deliver to Purchaser the certificates for the Common Stock coupled with an interest and the Preferred Stock, the Option Agreements and the Warrant and shall be enforceable notwithstanding any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents rights or remedies that the any Seller Representative deems necessary or appropriate Guarantor may have in connection with the consummation of the transactions contemplated by this Agreement, (b) the terms and remedy at law for any breach of the provisions of this Agreement; Section 8.6 would be inadequate, (c) Buyer shall be entitled to receive any payments due under temporary and permanent injunctive relief without the necessity of proving damages if it brings an action to enforce the provisions of this Agreement and acknowledge receipt for such payments; Section 8.6, (d) to waive any breach or default under the provisions of this Agreement or to waive any condition precedent to Section 8.6 shall be binding upon the Closing; heirs, executors, administrators, personal representatives and successors of each Seller and Guarantor, and (e) to terminate this Agreement; (f) to receive service of process any reference in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.this

Appointment of Seller Representative. Each By executing this Agreement (or a copy of the Joinder), each Seller does hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxirrevocably appoint Shareholder Representative Services LLC as of the Closing, jointly (collectively, the "Seller Representative") as the such Seller’s true and lawful agent representative, attorney in fact and attorney-in-fact of such Seller agent, with full power of substitution. Any action substitution or decision resubstitution, to be made by act on behalf of each such Seller for all purposes in connection with this Agreement and the other Transaction Documents, to do or refrain from doing all such further acts and things, and to execute and deliver all such documents, as the Seller Representative shall require deem necessary or appropriate in his, her or its sole discretion in connection with the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) Transactions, including the followingpower: (ai) to receiveact for each such Seller with regard to matters pertaining to indemnification referred to in this Agreement, hold and deliver including the power to Purchaser the certificates for the Common Stock and the Preferred Stockassert, the Option Agreements and the Warrant and institute, investigate, contest, litigate, enforce, defend, settle, or compromise any other documents relating thereto indemnity claim on behalf of Sellerseach such Seller and to transact matters of litigation (including any Legal Proceeding); (bii) to executeexecute and deliver all amendments, acknowledgewaivers, deliver, record and file all ancillary agreements, instruments of assignment, notices, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the Transactions contemplated herein (including the consummation thereof) and any and all other agreements referenced herein; (iii) to authorize the payment of funds in a manner consistent with the terms of this Agreement and the Escrow Agreement; (iv) to take all actions on behalf of such Seller as contemplated by this Agreement or any of the transactions contemplated other Transaction Documents (including with respect to all matters addressed in Sections 1.4, 1.6 and 10.4); (v) to receive all notices or documents given or to be given to such Seller by the Purchaser, the Purchaser or any of their Affiliates pursuant to this Agreement or any other Transaction Documents in connection herewith or therewith and to receive and accept service of legal process on behalf of such Seller in connection with any damages arising under or relating to this Agreement; (vi) to engage counsel, and such accountants and other Representatives for such Seller and incur such other expenses on behalf of such Seller in connection with this Agreement as the Seller Representative may, in each case, and in the Seller Representative’s sole discretion, deem appropriate; provided, that the Seller Representative will consult with the Advisory Committee (as defined in that certain engagement letter by and between certain of the Sellers and Shareholder Representative Services LLC) before incurring any individual expenses on behalf of the Sellers in excess of $10,000; (vii) to interpret any and all of the terms and provisions of this Agreement; (cviii) to receive consent to any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive amendment or waiver of any breach of the terms or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate provisions of this Agreement; (fix) to receive all notices, documents or certificates and make all determinations on behalf of such Seller as required under this Agreement; (x) to receive funds for the payment of expenses of any such Seller or the Seller Representative in connection with this Agreement and to apply such funds in payment for such expenses; and (xi) to receive service of process in connection with any claims under this Agreement; , any other Transaction Document or any other document or agreement referenced herein or therein. The appointment of the Seller Representative shall be deemed coupled with an interest and shall be irrevocable and shall survive the consummation of the Transactions, and the Purchaser, the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative in all matters referred to herein as the action of the Sellers. Each Seller hereby confirms all that the Seller Representative shall do or cause to be done by virtue of his, her or its appointment as the representative of such Seller hereunder. After the Closing, the Seller Representative shall act for each Seller on all of the matters set forth in this Agreement and the other Transaction Documents (gas applicable) in the manner that the Seller Representative believes to give be in the best interest of the Sellers and receive all notices permitted hereunder; and (h) to perform consistent with the obligations and exercise of the rights Sellers under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunderother Transaction Documents. The Sellers may, Seller Representative may resign at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.

Appointment of Seller Representative. (a) Each Seller Seller, by virtue of the execution of this Agreement, hereby appoints and designates Xxxxx Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, to be the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action or decision authorized and empowered to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx act, for and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; any or all of the Sellers (b) the “Seller Representative”), for all matters arising out of or relating to executethis Agreement generally, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems such other matters as are reasonably necessary or appropriate in connection with for the consummation of the transactions contemplated by this Agreement including (a) to review all determinations and adjustments to the terms Purchase Price in Section 2.03 and, to the extent deemed appropriate, dispute, question the accuracy of, compromise, settle or otherwise resolve any and all such determinations; (b) 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 the Sellers any documents or agreement contemplated by or necessary or desirable in connection with this Agreement; and (f) to take such further actions, 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 provisions of this Section 10.02 and the other provisions of this Agreement; (c) . The Buyer and Parent shall be entitled to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to deal only with the Closing; (e) to terminate this Agreement; (f) to receive service Seller Representative in respect of process in connection with any claims all matters arising under this Agreement; (g) , and to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreementrely on any decision, including the settlement action, consent or instruction of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named aboveas being the decision, action, consent or instruction of each and every Seller (including 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 action is agreed Seller consent by virtue of not objecting to in writing by Sellers owning not less than a majority such dealings without the intermediary of the Common Stock on a fully-diluted basis and a copy Seller Representative. Neither the Buyer nor any of such writing is delivered its Affiliates (including, effective as of the Closing, the Company) shall have any liability to each party to this Agreementthe Seller Representative for its acts, omissions or expenses in its capacity as the Seller Representative.

Appointment of Seller Representative. Each Seller hereby irrevocably appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxClarion Investment Holdings, jointly (collectivelyLLC as his, the "Seller Representative") as the her or its true and lawful agent and attorney-in-fact and agent (the “Seller Representative”), with full power of substitution or resubstitution, to act exclusively for and on behalf of such Seller with full power respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions of substitution. Any action this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of such Seller in any litigation or decision arbitration involving this Agreement, to be made by do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Seller Representative shall require deem necessary or appropriate in connection with the approval transactions contemplated hereby, including the power: (i) to act for such Seller with regard to matters pertaining to this Agreement, including the power to compromise any claim on behalf of both Xxxxxx X. Xxxxxxx such Seller or any matter concerning the purchase price adjustment set forth in Sections 2(e) and Xxxxxxx X. Xxxxxx. The 2(f); (ii) to act for such Seller Representative shall have with regard to matters pertaining to litigation; (iii) to execute and deliver all documents in connection with the authority to take such actions and exercise such discretion as is required of transactions contemplated hereby or amendments, waivers or consents thereto that the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following:deems necessary or appropriate; (aiv) to receivereceive funds, hold make payments of funds, and deliver give receipts for funds; (v) to Purchaser the certificates receive funds for the Common Stock payment of expenses of such Seller and the Preferred Stock, the Option Agreements and the Warrant and apply such funds in payment for such expenses; (vi) to do or refrain from doing any other documents relating thereto further act or deed on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents such Seller that the Seller Representative deems necessary or appropriate in connection with its sole discretion relating to the consummation of the transactions contemplated by the terms and provisions subject matter of this AgreementAgreement as fully and completely as such Seller could do if personally present; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (fvii) to receive service of process in connection with any claims under this Agreement; (gviii) to give take any action on behalf of Sellers with respect to the Escrow Agreement and receive all notices permitted hereunderthe Adjustment Escrow Amount; and (hix) to perform the obligations To make payments and exercise the rights under this Agreement disbursements from, and the Escrow Agreementotherwise take any action with respect to, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementAdministrative Expense Fund.

Appointment of Seller Representative. Each By execution and delivery of this Agreement, each Former Stockholder and Seller hereby irrevocably constitutes and appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") X as the true and lawful agent and attorney-in-fact (the "Seller Representative") of such Former Stockholder and Seller with full power of substitution. Any action or decision substitution to be made by act in the name, place and stead of Seller and such Former Stockholder with respect to (a) the power to execute each of the Escrow Agreements and any amendments thereto as the Seller Representative shall require deem necessary or appropriate in his sole discretion, (b) the approval delivery of both Xxxxxx X. Xxxxxxx 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 performance of the obligations and Xxxxxxx X. Xxxxxx. The rights of such Former Stockholder and Seller under each of the Escrow Agreements including, without limitation, the power to do or refrain from doing all such further acts and things, and to execute, deliver and receive all such documents, waivers, extensions and amendments as such Seller Representative shall have deem necessary or appropriate in his sole discretion in connection with the authority to take such actions and exercise such discretion as is required operation of each of the Seller Representative Escrow Agreements and (d) the receipt, on behalf of Seller, of any payments by Buyer pursuant to the terms of this Agreement and the Escrow Agreement Section 2.7, 2.8 or 2.9 (and any such actions shall be binding on Seller and each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred StockFormer Stockholder). Buyer, the Option Agreements and the Warrant Company and any other documents relating thereto on behalf person may conclusively and absolutely rely, without inquiry, upon any action of Sellers; (b) the Seller Representative as the action of Seller and each Former Stockholder in all matters referred to executein this Section 2.11, acknowledge, deliver, record and file Seller and each such Former Stockholder hereby confirm all ancillary agreements, certificates and documents that the Seller Representative deems necessary shall do or appropriate cause to be done by virtue of his appointment as Seller Representative. All actions taken by the Seller Representative 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 this Agreement, X has accepted his appointment as the Seller Representative and 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 (including court costs and attorneys' fees and expenses, if any) incurred by him in connection with his performance as the consummation 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, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Former Stockholder being an "Incapacitated Former Stockholder") and, as a result, the transactions contemplated power of attorney conferred by the terms and provisions this Section 2.11 is revoked by operation of this Agreement; (c) to receive any payments due law, it shall not be a breach under this Agreement and acknowledge receipt for if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or legal representative of such payments; Incapacitated Former Stockholder (deach a "Successor Former Stockholder") to waive any breach or default under this Agreement or to waive any condition precedent to confirms the Closing; (e) to terminate this Agreement; (f) to receive service appointment of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named aboveas agent and attorney-in-fact for such Successor Former Stockholder. If at any time X dies or resigns from his position as the Seller Representative, if such action is agreed then Seller shall designate a successor to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementX as soon as practicable.

Appointment of Seller Representative. (i) Each Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly Wolverine (collectivelyin such capacity, the "Seller Representative") as its representative under this Agreement and agreements and documents entered into or executed and delivered by or on behalf of any Seller in connection herewith, and each Seller irrevocably authorizes Seller Representative to act as the true and lawful agent and attorney-in-fact representative of such Seller with full power the rights and duties set forth herein. Wolverine agrees to act as Seller Representative upon the conditions contained in this Section 15(b). (ii) Each Seller hereby appoints Seller Representative as its agent for the purpose of substitution. Any action or decision receiving all payments to be made to such Seller hereunder, at which xxxx Xxxxxx Representative hereby agrees to promptly disburse such payments to the appropriate Seller. Neither Purchaser, nor any of its officers, directors, agents or employees, shall be liable to Seller Representative or any Seller for the failure by Seller Representative to make distributions hereunder (including, without limitation, in connection with the payment of the Purchase Price for any Purchased Receivables) or any other action taken or omitted to be taken by Seller Representative or Sellers pursuant to this Section 15(b). (iii) Each Seller shall promptly notify Seller Representative of the occurrence of any Event of Repurchase hereunder. In the event that Seller Representative is aware of any Event of Repurchase or receives such a notice, Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxgive prompt notice thereof to Purchaser. The Any notice provided to Seller Representative hereunder shall have constitute notice to each Seller on the authority date received by Seller Representative. (iv) Upon the prior written consent of Purchaser, Seller Representative may resign at any time, such resignation to take be effective upon the appointment of a successor Seller Representative acceptable to Purchaser. (v) Sellers hereby empower and authorize Seller Representative, on behalf of Sellers, to execute and deliver to Purchaser each Purchase Request and any amendment, restatement, supplement or modification to such actions Purchase Request and exercise such discretion all agreements, certificates, documents, or instruments related to or in connection with this Agreement as shall be necessary or appropriate to effect the purposes of this Agreement. Further, each Seller agrees that Seller Representative is required empowered to make representations and warranties in connection with this Agreement or the Purchase Request on behalf of the applicable Seller; it being agreed that such representations and warranties made by Seller Representative pursuant to on behalf of any Seller shall be binding on such Seller and shall be effective as if such representations and warranties were made directly by such Seller. Each Seller agrees that any action taken by Seller Representative in accordance with the terms of this Agreement or the other agreements executed or delivered in connection therewith, and the Escrow Agreement (and any exercise by Seller Representative of its powers set forth therein or herein, together with such actions other powers that are reasonably incidental thereto, shall be binding on each Seller) including the following:upon all of Sellers. (avi) Each Seller hereby agrees that such Seller shall furnish promptly to receiveSeller Representative all information required hereunder or requested by Seller Representative on which Seller Representative shall rely to prepare the Purchase Request, hold any amendment, restatement, supplement or modification to the Purchase Request, make representations and warranties and prepare or deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) that are required to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that be prepared or delivered pursuant to the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement;Agreement or the Purchase Request. (cvii) Each Seller acknowledges that, together with each other Seller, it is part of an affiliated common enterprise in which any financial accommodations extended to receive any payments due under one Seller will result in direct and substantial economic benefit to each other Seller, and each Seller will likewise benefit from the economies of scale associated with the Sellers, as a group, obtaining financial accommodations and the ability to effect sales of Receivables on a collective basis. (viii) The handling of this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under as a co-seller facility with a Seller Representative in the manner set forth in this Agreement is solely an accommodation to Sellers and at their request. Sellers' agree that in the absence of gross negligence or willful misconduct (as determined by a final and nonappealable decision of a court of competent jurisdiction) Purchaser shall not incur any liability whatsoever to waive Sellers or any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service other Person as a result of process in connection Purchaser’s dealing with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority as representative of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to Sellers in accordance with this AgreementSection 15.

Appointment of Seller Representative. Each Seller Party does hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxirrevocably appoint Endeavour Capital as its, jointly (collectively, the "Seller Representative") as the his or her true and lawful attorney in fact and agent and attorney-in-fact of such (the “Seller Representative”), with full power of substitution. Any action substitution or decision resubstitution, to be made act on behalf of such Seller Party with respect to the transfer of the Shares owned by such Seller to the Purchaser and the cancellation of the Stock Options (if any) held by such Seller Party in accordance with the terms and provisions of this Agreement, and to act on behalf of such Seller Party in any litigation or arbitration involving this Agreement (and, if applicable, the Stock Option Cancellation Agreement to which such Seller Party is a party) (other than any litigation or arbitration involving the indemnification obligation of such Seller under Section 9.02(b)), to do or refrain from doing all such further acts and things, and to execute all such documents as the Seller Representative shall require deem necessary or appropriate in connection with the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of transactions contemplated by this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) Agreement, including the followingpower: (a) to receiveact for such Seller Party with regard to matters pertaining to indemnification referred to in this Agreement (other than any indemnification obligation of such Seller under Section 9.02(b)), hold and deliver including the power to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and compromise any other documents relating thereto indemnity claim on behalf of Sellerssuch Seller Party and to transact matters of litigation, and to act for such Seller Party under the Escrow Agreement (other than with respect to indemnification obligations of such Seller under Section 9.02(b)); (b) to executeexecute and deliver all amendments, acknowledgewaivers, deliver, record and file all ancillary agreements, stock powers, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any funds, make payments due under this Agreement of funds, and acknowledge receipt give receipts for such paymentsfunds; (d) to waive any breach or default under this Agreement or to waive any condition precedent to receive funds for the Closingpayment of expenses of such Seller Party and apply such funds in payment for such expenses; (e) to terminate do or refrain from doing any further act or deed on behalf of such Seller Party that the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement;Agreement as fully and completely as such Seller Party could do if personally present; and (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace appointment of the Seller Representative named aboveshall be deemed coupled with an interest and shall be irrevocable, if such and the Purchaser, the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action is agreed of the Seller Representative in all matters referred to herein. Any action taken by the Seller Representative must be in writing and must be signed by Sellers owning not less than a majority the Seller Representative. All notices required to be made or delivered by the Purchaser to the Seller Parties described above in this Section 10.01shall be made to the Seller Representative for the benefit of such Seller Party and shall discharge in full all notice requirements of the Common Stock Purchaser to such Seller Parties with respect thereto. The Seller Representative shall promptly provide the applicable Seller Parties with copies of all such notices. The Seller Parties hereby confirm all that the Seller Representative shall do or cause to be done by virtue of its appointment as the representative of the Seller Parties hereunder. The Seller Representative shall act for the Seller Parties on a fully-diluted basis all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Seller Parties and a copy consistent with the obligations of the Seller Parties under this Agreement, and shall consult with the Seller Parties on any material matters to the extent it deems such consultation feasible and appropriate, but the Seller Representative shall not be responsible to any Seller Party for any loss or damages which such Seller Party may suffer by the performance of the Seller Representative’s duties under this Agreement, other than loss or damages arising from willful violation of the Law or gross negligence in the performance of such writing is delivered to each party to duties under this Agreement. The Seller Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Seller Representative.

Appointment of Seller Representative. Each Seller Sellers hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxappoint Xxxx Xxxx Xxxx Xxxx as their representative, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with who shall have full power and authority to make all decisions relating to the defense and/or settlement of substitution. Any action any claims for which Sellers may be required to indemnify Purchasers (and vice versa) and to take such other actions (and any other actions reasonably related or decision ancillary thereto) provided to be made taken after the Closing by Sellers. Decisions and actions by Xxxx Xxxx Xxxx Xxxx, including, without limitation, any agreement between Xxxx Xxxx Xxxx Xxxx and Purchasers relating to the defense or settlement of any claims for which Sellers may be required to indemnify Purchasers, shall be binding upon all of Sellers, and no Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority right to take such actions object, dissent, protest or otherwise contest the same. 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 exercise such discretion authorities as is required of the Seller Representative pursuant to the terms Xxxx Xxxx Xxxx Xxxx hereunder. By their execution of this Agreement and the Escrow Agreement (and any such actions Agreement, Sellers shall be binding on each Sellerdeemed to have agreed that (i) including the following: (a) to receiveprovisions of this Section 7.5 are independent and separable, hold irrevocable and deliver to Purchaser the certificates for the Common Stock coupled with an interest and the Preferred Stock, the Option Agreements and the Warrant and shall be enforceable notwithstanding any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents rights or remedies that the any Seller Representative deems necessary or appropriate may have in connection with the consummation of the transactions contemplated by this Agreement, (ii) the terms and remedy at law for any breach of the provisions of this Agreement; Section 7.5 would be inadequate, (ciii) Purchasers shall be entitled to receive temporary and 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 payments due under reference in this Agreement to a Seller shall mean and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent include the successors to the Closing; (e) Seller's rights hereunder, whether pursuant to terminate this Agreement; (f) to receive service a testamentary disposition, the laws of process in connection with any claims under this Agreement; (g) to give descent and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreementdistribution, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreementotherwise.

Appointment of Seller Representative. Each (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 hereby appoints Representative under this Exchange Agreement and designates Xxxxxx X. Xxxxxxx the Business Combination Agreement and Xxxxxxx X. Xxxxxx, jointly the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectivelycollectively with this Exchange Agreement and the Business Combination Agreement, the "“Seller Representative") Representative Documents”), as the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution. Any action or decision substitution to be made by act in the name, place and stead thereof with respect to the performance on behalf of Seller Representative shall require under the approval of both Xxxxxx X. Xxxxxxx terms and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required provisions of the Seller Representative pursuant Documents, as the same may be from time to the terms of this Agreement time amended, and the Escrow Agreement (to do or refrain from doing all such further acts and any things, and to execute all such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to executeSeller, acknowledgeif any, deliver, record and file all ancillary agreements, certificates and documents that the as Seller Representative deems will deem necessary or appropriate in connection with the consummation any of the transactions contemplated by the terms 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. 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 Agreement;Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder. (b) Subject to Section 4.12 hereof, any other person or entity, including the Purchaser Representative, Pubco, Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of Seller Representative as the acts of the Seller under the Seller Representative Documents. Subject to compliance with Section 4.12 hereof, the Purchaser Representative, Pubco, Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of Seller Representative as to (i) any payment instructions provided by Seller Representative or (ii) any other actions required or permitted to be taken by Seller Representative under the Seller Representative Documents, and Seller shall not have any cause of action against the Purchaser Representative, Pubco, Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of Seller Representative. The Purchaser Representative, Pubco, Purchaser and the Company shall not have any liability to Seller for any allocation or distribution among the Sellers by Seller Representative of payments made to or at the direction of Seller Representative. All notices or other communications required to be made or delivered to Seller under any Seller Representative Document shall be made to Seller Representative for the benefit of Seller, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to Seller with respect thereto. All notices or other communications required to be made or delivered by Seller under any Seller Representative Document shall be made by Seller Representative (except for a notice under Section 5.1(d) of the replacement of Seller Representative). (c) Seller Representative will act for Seller on all of the matters set forth in any Seller Representative Document in the manner Seller Representative believes to receive be in the best interest of Seller, but Seller Representative will not be responsible to Seller for any payments due damages, losses, liabilities, claims or costs (“Damages”) that Seller may suffer by reason of the performance by Seller Representative of Seller Representative’s duties hereunder or thereunder, other than Damages arising from the bad faith, gross negligence or willful misconduct by Seller Representative in the performance of its duties under the Seller Representative Documents. Seller Representative’s obligations, and all of the indemnities, immunities, releases and powers granted to Seller Representative under this Agreement Section 5.1, shall survive the Closing and acknowledge receipt for such payments;continue indefinitely. (d) If Seller Representative shall die, become disabled, resign or otherwise be unable or unwilling to waive fulfill his, her or its responsibilities as representative and agent of Seller, then Seller and the other Sellers shall, within ten (10) days after such death, disability, resignation or other event, appoint a successor Seller Representative (by vote or written consent of Sellers holding in the aggregate in excess of fifty percent (50%) of the Company Shares held by all Sellers, and promptly thereafter (but in any breach or default under event within two (2) Business Days after such appointment) notify the Purchaser Representative, the Company, Purchaser and Pubco in writing of the identity of such successor. Any such successor so appointed shall become the “Seller Representative” for purposes of this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Exchange Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the other Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementDocuments.

Appointment of Seller Representative. Each Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxRxxxxx Xxxxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent and his representative to act as attorney-in-fact of such Seller with full power of substitution. Any action or decision to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms representative for all purposes of this Agreement and the Escrow transactions contemplated hereby, with the right, in such capacity, in his sole discretion, to do any and all things and to execute any and all documents in the each Seller's place and stead, in any way which Seller could do if personally present, in connection with this Agreement and the transactions contemplated thereby, including the full and irrevocable authority on behalf of each Seller, without giving notice to any Seller, to take any of the following actions: (and any such actions shall be binding i) to accept on each Seller) including the following: (a) ’s behalf any amount payable to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellerssuch Seller under this Agreement; (bii) to executedeliver a Seller’s certificates representing his Shares; (iii) to negotiate and otherwise deal with Buyer, acknowledge, deliver, record in all respects; (iv) to accept and file give service of process and all ancillary agreements, certificates other notices and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by other communications relating to this Agreement; (v) to settle any dispute relating to the terms and provisions of this Agreement; (cvi) to receive execute any payments due instrument or document that the Seller Representative may determine is necessary or desirable in the exercise of his authority under this Agreement and acknowledge receipt power-of-attorney; and (vii) to act in connection with all matters relating to this Agreement and the transactions contemplated thereby, including the power to employ auditors, attorneys and other Persons in connection therewith. (a) Rxxxxx Xxxxxxxx accepts the appointment as Seller Representative under the terms of conditions set forth herein. (b) Sellers further agree, as follows: (i) Sellers recognize the inherent conflict of interest of Rxxxxx Xxxxxxxx as the Seller Representative and as a continuing employee of Buyer, any Company or any of their respective Affiliates and waives any claims with respect thereto; and (ii) the Seller Representative (A) shall not incur any personal liability for acting in such payments;capacity if in doing so he acts upon advice of counsel or otherwise acts in good faith, (B) shall not incur any personal liability for acting in such capacity in the absence of his gross negligence or willful misconduct, and (C) may act upon any instrument or signature believed by him to be genuine and may assume that any Person purporting to give any notice or instruction under this Agreement or under any other related agreement or document believed by him to be authorized has been authorized to do so. (c) If Rxxxxx Xxxxxxxx is unable to serve or resigns as the Seller Representative, Sellers (by majority approval) may appoint a substitute representative to replace him, which individual shall have all the powers and authority granted to the Seller Representative by this Section. Buyer shall accept such substitute representative without objection; provided, however, that Rxxxxx Xxxxxxxx shall continue to serve as the representative until such substitute representative has been appointed by Sellers. (d) Buyer shall be entitled to waive rely without investigation on any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace action taken by the Seller Representative named above, if such action is agreed to in writing as being taken by Sellers owning not less than a majority the Seller Representative for himself and on behalf of the Common Stock on a fully-diluted basis each Seller and a copy of such writing is delivered to as being fully authorized by each party to this AgreementSeller.

Appointment of Seller Representative. Each The Sellers hereby irrevocably appoint and designate Xxxxxxx Xxxxx as their attorney-in-fact, agent and duly authorized representative (such Person, in such capacity, or such other Person as shall be substituted as the Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectivelyRepresentative 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 true Seller Representative, the Sellers shall promptly by written consent of each of the Sellers, appoint a substitute Seller Representative and lawful agent 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 Agreement by each Seller shall constitute approval on behalf of such Seller and his or its respective heirs, executors, administrators, personal representatives and successors, 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 full power its or their reliance on the authority of substitutionthe Seller Representative to act on behalf of the Sellers as set forth herein. Any action or decision Sellers, jointly and severally, hereby agree to be made indemnify, defend and hold the 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 shall require arising out of his service as the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take hereunder except for such claims, actions and exercise proceeding and such discretion Losses as is required shall result from acts or omissions of the Seller Representative pursuant as are finally determined by a court of competent jurisdiction, from which no appeal can be taken, to the terms have constituted bad faith, gross negligence or willful misconduct. Buyer agrees to provide to IPG a copy of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) all notices given to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or the Escrow Agreement and to waive any condition precedent provide the same by the same means of delivery as used to give such notice to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentative.

Appointment of Seller Representative. (a) Each Seller (in its capacity as Seller and as Servicer) hereby irrevocably appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") 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. The parties hereto hereby acknowledge and agree that the Company may from time to time use the Sellers, or other wholly owned Subsidiary thereof (but only so long as and to the extent such Subsidiaries are and remain solvent and are not and do not become the subject of any insolvency proceeding or Material Adverse Effect), as agents of the Company to perform the obligations of the Seller Representative; provided, however, that the Company shall remain solely liable and responsible for the performance of such obligations and the parties hereto shall only be required to deal with the Company with respect to any such duties, and any termination and cancellation of the Company in any such capacity shall be, and be deemed to be, an automatic termination and cancellation of such Subsidiary in any such capacity. (b) 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 the other Transaction Documents and (b) take all other actions (including in respect of compliance with full power covenants) on behalf of substitutionany Seller or the Sellers under this Agreement and the other Transaction Documents which the Seller Representative deems appropriate and to exercise powers as are reasonably incidental thereto to carry out the purposes of this Agreement and the other Transaction Documents. Any action or decision to be 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 require be deemed for all purposes to have been made by such Seller and shall be binding upon and enforceable against such Seller to the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have same extent as if the authority to take same had been made directly by such actions and exercise such discretion as Seller. (c) It is required understood that the appointment of the Seller Representative pursuant hereunder is done solely as an accommodation to the terms of this Agreement Sellers, and the Escrow Agreement (and Purchaser shall in no way incur liability to any such actions shall be binding on each Seller) including Seller as a result thereof. Each Seller expects to derive benefit, indirectly or directly, from the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf appointment of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentative.

Appointment of Seller Representative. Each (a) By executing this Agreement, each Seller hereby irrevocably authorizes and appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. the Seller Representative as such Xxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent ’s representative and attorney-in-fact to act on behalf of such Seller with full power of substitution. Any action respect to this Agreement and the Related Agreements and to take any and all actions and make any decisions required or decision permitted to be made taken by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to this Agreement and the terms Related Agreements, including the exercise of the power to (i) give and receive notices and communications; (ii) authorize delivery to Parent of cash and securities from the Indemnification Holdback Amount in satisfaction of any amounts owed to Parent therefrom; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders and otherwise handle any other matters of a similar nature, whether related to claims for indemnification made by Triller or otherwise; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification; (v) execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and the Escrow Related Agreements; (vi) make all elections or decisions contemplated by this Agreement and the Related Agreements; (vii) engage, employ or appoint any agents or representatives (including attorneys, accountants and any such actions shall be binding on each Seller) including the following: (aconsultants) to receiveassist the Seller Representative in complying with its duties and obligations; and (viii) take all actions necessary, hold and deliver to Purchaser desirable or appropriate in the certificates good faith judgment of the Seller Representative for the Common Stock and accomplishment of the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers;foregoing. (b) Xxxxxxx shall be entitled to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that deal exclusively with the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) on all matters relating to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow AgreementRelated Agreements 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 by the Seller Representative and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, as being fully binding upon such Seller. Notices or communications to or from the Seller Representative shall constitute notice to or from each Seller. Any decision or action by the Seller Representative hereunder, including any agreement between the Seller Representative and Xxxxxxx relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and disputes with Purchaser shall be final, binding and Sellers arising hereunder and thereunderconclusive upon each such Seller. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The Sellers mayprovisions of this Section, at including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any timeact of any Seller or by operation of Law, substitute whether by death or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreementother event.

Appointment of Seller Representative. Each Within ten (10) days of the date of this Agreement, 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 that entity. Within ten (10) days of the date of this Agreement, each Seller hereby appoints shall, in writing, irrevocably constitute and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") appoint that limited liability company as the true and lawful agent and attorney-in-fact (the "Seller Representative") of such Seller with full power of substitutionsubstitution to act in the name, place and stead of such Seller with respect to all actions or decisions hereunder. Any Sellers shall promptly provide Buyer a copy of such written appointment(s). Buyer, the 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 Representative as the authorized action of Seller Representative, in all matters related to this Agreement, and each such Seller confirms all that the Seller Representative shall do or decision cause to be made done by virtue of its appointment as Seller Representative and all Stevxx Xxxxx xxxll do as sole manager of Seller Representative. All actions by the Seller Representative shall require are acknowledged by the approval parties hereto to be taken by it solely as agent and attorney-in-fact of both Xxxxxx X. Xxxxxxx each Seller. Each Seller covenants and Xxxxxxx X. Xxxxxxagrees that he or it will not voluntarily revoke the power of attorney conferred upon Seller Representative. The If any Seller dies or becomes incapacitated, disabled or incompetent and, as a result, the power of attorney conferred on Seller Representative is revoked by operation of law, it shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall not be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due 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 acknowledge receipt attorney-in-fact for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunderparty. The Sellers may, If at any timetime Stevxx Xxxxx xxxs or resigns from the position of sole manager of Seller Representative, substitute or replace the Seller Representative named above, if such action is agreed to in writing by other Sellers owning not less than a majority of shall designate Allex Xxxx xx the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreementsuccessor sole manager.

Appointment of Seller Representative. Each Seller Sellers hereby appoints and designates appoint Xxxx Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxXxxx Xxxxx as their representative, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with who shall have full power and authority to make all decisions relating to the defense and/or settlement of substitution. Any action any claims for which Sellers may be required to indemnify Purchasers (and vice versa) and to take such other actions (and any other actions reasonably related or decision ancillary thereto) provided to be made taken after the Closing by Sellers. Decisions and actions by Xxxx Xxxxxx Xxxx Xxxxx, including, without limitation, any agreement between Xxxx Xxxxxx Xxxx Xxxxx and Purchasers relating to the defense or settlement of any claims for which Sellers may be required to indemnify Purchasers, shall be binding upon all of Sellers, and no Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority right to take such actions object, dissent, protest or otherwise contest the same. 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 exercise such discretion authorities as is required of the Seller Representative pursuant to the terms Xxxx Xxxxxx Xxxx Xxxxx hereunder. By their execution of this Agreement and the Escrow Agreement (and any such actions Agreement, Sellers shall be binding on each Sellerdeemed to have agreed that (i) including the following: (a) to receiveprovisions of this Section 7.5 are independent and separable, hold irrevocable and deliver to Purchaser the certificates for the Common Stock coupled with an interest and the Preferred Stock, the Option Agreements and the Warrant and shall be enforceable notwithstanding any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents rights or remedies that the any Seller Representative deems necessary or appropriate may have in connection with the consummation of the transactions contemplated by this Agreement, (ii) the terms and remedy at law for any breach of the provisions of this Agreement; Section 7.5 would be inadequate, (ciii) Purchasers shall be entitled to receive temporary and 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 payments due under reference in this Agreement to a Seller shall mean and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent include the successors to the Closing; (e) Seller's rights hereunder, whether pursuant to terminate this Agreement; (f) to receive service a testamentary disposition, the laws of process in connection with any claims under this Agreement; (g) to give descent and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreementdistribution, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreementotherwise.

Appointment of Seller Representative. (a) Each Seller of the Sellers hereby irrevocably appoints Xxxx X. Xxxxx and designates Xxxxxx X. Xxxxxxx Xxxxx each to be the representative of the Sellers (singly and Xxxxxxx X. Xxxxxxcollectively, jointly (collectivelyincluding any successor of each, the "Seller Representative") and irrevocably authorizes each Seller Representative, acting alone or jointly, to take all actions, exercise all powers, give all notices and execute all documents on behalf of Sellers as Seller Representative may deem necessary or desirable in connection with this Agreement and the true transactions contemplated thereby. The Purchaser and lawful agent after the Closing the Company shall be entitled to rely upon any communication, instrument, notice or document signed or sent by any Seller Representative. All documents executed and attorney-in-fact 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 a Seller with full power Representative, the Sellers shall appoint a successor Seller Representative by majority vote (based upon the percentage of substitution. Any action or decision the Purchase Price allocatable to each such Seller) and Purchaser shall be entitled to rely upon any notification of a new Seller Representative believed by Purchaser to be made genuine. Purchaser shall be protected in dealing with a Seller Representative before receipt of actual notice that the Seller Representative has been replaced and if the Seller Representative has resigned, died or is otherwise unable to serve, Purchaser may deal with another Seller Representative or, if none exists, with another Seller of Purchaser's choosing, who shall serve as Seller Representative until replaced in accordance with this Section. Purchaser shall not be deemed to have any knowledge of any replacement of a Seller Representative until receipt of written notice signed by a Seller Representative, his executor or a majority in interest of the Sellers. (c) Purchaser shall send all payments, certificates evidencing the HLM Stock and all notices to any Seller Representative, pursuant to such written directions as are provided to the Purchaser by the Seller Representative shall require from time to time, at the approval of both Xxxxxx X. Xxxxxxx notice address set forth in Section 9.3 and Xxxxxxx X. Xxxxxx. The such Seller Representative shall have the authority complete responsibility to take distribute such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreementspayments, certificates and documents that notices among the Sellers, and each Seller hereby releases Purchaser, the Company and all of their affiliates, shareholders, directors, officers, employees and agents from any claim or liability in connection therewith, other than with respect to the Purchaser's obligation to make delivery of such payments, certificates and notices to a Seller Representative as provided herein. The relationship and liabilities of the Sellers and the Seller Representative deems necessary or appropriate in connection with Representatives inter se, shall be governed by such other agreements as the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement Sellers and the Escrow AgreementSeller Representatives shall deem appropriate, including the settlement of but Purchaser shall not be affected by or have any claims and disputes liability with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at respect to any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreementagreement.

Appointment of Seller Representative. Each Seller hereby irrevocably appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxXxxxxxxxxx, jointly as his true and lawful attorney-in-fact and agent (collectively, the "Seller Representative") as the true ), with full power of substitution or resubstitution, to act exclusively for and lawful agent and attorney-in-fact on behalf of such Seller with full power respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions of substitution. Any action this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of such Seller in any litigation or decision arbitration involving this Agreement, to be made by do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Seller Representative shall require deem necessary or appropriate in connection with the approval transactions contemplated hereby, including the power: (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 both Xxxxxx X. Xxxxxxx such Seller; (b)to act for such Seller with regard to matters pertaining to litigation; (c)to execute and Xxxxxxx X. Xxxxxx. The Seller Representative shall have deliver all documents in connection with the authority to take such actions and exercise such discretion as is required of transactions contemplated hereby or amendments thereto that the Seller Representative pursuant to the terms deems necessary or appropriate; (d)to receive funds, make payments of this Agreement funds, and the Escrow Agreement give receipts for funds; (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates e)to receive funds for the Common Stock payment of expenses of such Seller and the Preferred Stock, the Option Agreements and the Warrant and apply such funds in payment for such expenses; (f)to do or refrain from doing any other documents relating thereto further act or deed on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents such Seller that the Seller Representative deems necessary or appropriate in connection with its sole discretion relating to the consummation of the transactions contemplated by the terms and provisions subject matter of this Agreement; Agreement as fully and completely as such Seller could do if personally present; and (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to g)to receive service of process in connection with any claims Claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement..Irrevocable

Appointment of Seller Representative. Each (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 hereby appoints Representative under this Exchange Agreement and designates Xxxxxx X. Xxxxxxx the Business Combination Agreement and Xxxxxxx X. Xxxxxx, jointly the Ancillary Documents to which Seller Representative is a party or otherwise has rights in such capacity (collectivelycollectively with this Exchange Agreement and the Business Combination Agreement, the "“Seller Representative") Representative Documents”), as the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution. Any action or decision substitution to be made by act in the name, place and stead thereof with respect to the performance on behalf of Seller Representative shall require under the approval of both Xxxxxx X. Xxxxxxx terms and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required provisions of the Seller Representative pursuant Documents, as the same may be from time to the terms of this Agreement time amended, and the Escrow Agreement (to do or refrain from doing all such further acts and any things, and to execute all such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to executeSeller, acknowledgeif any, deliver, record and file all ancillary agreements, certificates and documents that the as Seller Representative deems will deem necessary or appropriate in connection with the consummation any of the transactions contemplated by the terms 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) 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 Agreement;Section 5.1 are irrevocable and coupled with an interest. Seller Representative hereby accepts its appointment and authorization as Seller Representative hereunder. (b) Any other person or entity, including the Purchaser Representative, Pubco, Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of Seller Representative as the acts of the Seller under the Seller Representative Documents. The Purchaser Representative, Pubco, Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of Seller Representative as to (i) any payment instructions provided by Seller Representative or (ii) any other actions required or permitted to be taken by Seller Representative under the Seller Representative Documents, and Seller shall not have any cause of action against the Purchaser Representative, Pubco, Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of Seller Representative. The Purchaser Representative, Pubco, Purchaser and the Company shall not have any liability to Seller for any allocation among the Sellers by Seller Representative of payments made at the direction of Seller Representative. All notices or other communications required to be made or delivered to Seller under any Seller Representative Document shall be made to Seller Representative for the benefit of Seller, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to Seller with respect thereto. All notices or other communications required to be made or delivered by Seller under any Seller Representative Document shall be made by Seller Representative (except for a notice under Section 5.1(d) of the replacement of Seller Representative). (c) Seller Representative will act for Seller on all of the matters set forth in any Seller Representative Document in the manner Seller Representative believes to receive be in the best interest of Seller, but Seller Representative will not be responsible to Seller for any payments due damages, losses, liabilities, claims or costs (“Damages”) that Seller may suffer by reason of the performance by Seller Representative of Seller Representative’s duties hereunder or thereunder, other than Damages arising from the bad faith, gross negligence or willful misconduct by Seller Representative in the performance of its duties under the Seller Representative Documents. Seller hereby agrees to indemnify, defend and hold Seller Representative harmless from and against any and all Damages reasonably incurred or suffered as a result of the performance by Seller Representative of Seller Representative’s duties under the Seller Representative Documents, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of Seller Representative. Seller Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder. All of the indemnities, immunities, releases and powers granted to Seller Representative under this Agreement Section 5.1 shall survive the Closing and acknowledge receipt for such payments;continue indefinitely. (d) If Seller Representative shall die, become disabled, resign or otherwise be unable or unwilling to waive fulfill his, her or its responsibilities as representative and agent of Seller, then Seller and the other Sellers shall, within ten (10) days after such death, disability, resignation or other event, appoint a successor Seller Representative (by vote or written consent of Sellers holding in the aggregate in excess of fifty percent (50%) of the Company Shares held by all Sellers, and promptly thereafter (but in any breach or default under event within two (2) Business Days after such appointment) notify the Purchaser Representative, the Company, Purchaser and Pubco in writing of the identity of such successor. Any such successor so appointed shall become the “Seller Representative” for purposes of this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Exchange Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the other Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementDocuments.

Appointment of Seller Representative. Each Seller hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action or decision to be made by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx. The Seller Representative shall have the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receiveUpon completion of Closing, hold and deliver to Purchaser the certificates without any further action, Sellers appoint Xxxxxx (“Seller Representative”) as agent and attorney in fact by and for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; each Seller (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the “Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (gBeneficiaries”) to give and receive all notices permitted hereunder; and (h) and communications, to perform the obligations receive payments, to agree to, negotiate, enter into settlements and exercise the rights under this Agreement compromises of claims, and the Escrow Agreement, including the settlement initiate arbitration and litigation and comply with orders of any claims arbitration panel and disputes court with Purchaser respect to, such claims, to act on behalf of the Seller Beneficiaries with respect to the determination of all Damages, and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute to take all actions necessary or replace appropriate in the judgment of the Seller Representative named abovefor the accomplishment of any of the preceding. The Seller Beneficiaries may remove an incumbent representative and designate a successor representative if the designated representative dies, if such action resigns or is agreed to removed at any time by approval in writing by Sellers owning not less than of Seller Beneficiaries representing at least a majority of the Common Stock Sellers’ Shares immediately preceding the Closing. Notices or communications by Buyer to the Seller Representative or from the Seller Representative to Buyer shall constitute notice or communication to or from each of the Seller Beneficiaries. The power of attorney granted by Sellers to the Seller Representative shall be irrevocable and coupled with an interest. (b) The Seller Representative shall not be liable to any Seller for any act done or omitted under this Agreement while acting in good faith and in the exercise of reasonable judgment (including but not limited to making payment to the Seller Representative for all Seller Beneficiaries). The Seller Beneficiaries, as a class, ratably in accordance with their respective ownership percentage interest, shall indemnify the Seller Representative and hold the Seller Representative harmless against any loss, liability or expense incurred. (c) A decision, act, consent or instruction of the Seller Representative shall constitute a decision by all Seller Beneficiaries and shall be final, binding and conclusive upon each of the Seller Beneficiaries, and Buyer may rely upon such written decision, consent or instruction of the Seller Representative as being the decision, consent or instruction of each of the Seller Beneficiaries. Buyer shall not have any liability to any person or entity for any acts done by it in accordance with such decision, consent or instruction of the Seller Representative. The parties have executed this Agreement as of the date first above written. By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxxx , , Its Director of Investments Its President By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx X. Xxxxxxx This Amendment No. 1 (“Amendment No. 1”) is made on June 28, 2010 between Neogen Corporation, a fully-diluted basis Michigan Corporation, (“Buyer”), GeneSeek, Inc., a Nebraska Corporation (“Company”), and a copy all former Shareholders of such writing is delivered to each party to this Agreementthe Company (“Sellers”).

Appointment of Seller Representative. Each Seller of Paragren and the Shareholders hereby appoints Magid Abraham and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxa designee appointed by Cognizant, jointly initially Greg Vxxxxxxxxxx, xcting jointly, (collectively, the "Seller RepresentativeRepresentatives") as the true and lawful agent and attorneyxxxxxxxxx-inxx-fact xxxt of such Seller person, with full power and authority, including power of substitution. Any , acting in the name of and for and on behalf of such person to amend or waive any provision of this Agreement, to terminate this Agreement pursuant to the provisions hereof, and to take all other action under or decision related to be this Agreement, which in their discretion, they may consider necessary or proper to effectuate the transactions contemplated hereunder or thereunder and to resolve any dispute with APAC over any aspect of this Agreement and on behalf of such person to enter into any agreement to effectuate any of the 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 Representative Representatives on behalf of Paragren or the Shareholders shall require 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 approval death or incapacity or liquidation or dissolution of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxParagren or any Shareholder or the occurrence of any other event or events. The Seller Representative shall have Representatives may not terminate this power of attorney with respect to Paragren or Shareholder, or such person's successors or assigns without the authority consent of APAC. Paragren and the Shareholders agree to take such actions and exercise such discretion as is required of hold the Seller Representative pursuant to the terms Representatives harmless from any and all loss, damage or liability and expenses (including legal fees) which such persons may sustain as a result of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that action taken in good faith by the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentatives.

Appointment of Seller Representative. Each Seller (a) By the execution and delivery of this Agreement, each Seller, effective immediately, hereby irrevocably constitutes and appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") PVOG as the true and lawful agent and attorney-in-fact with full authority and power of substitution to act in the name, place and stead of such Seller with full power respect to the performance of substitution. Any the obligations and rights of Sellers under this Agreement (the “Seller Representative”) and any action or decision contemplated to be made taken by the Seller Representative shall require hereunder in connection therewith, including the approval 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 both Xxxxxx X. Xxxxxxx Sellers with respect to amounts owed by or to Sellers pursuant to this Agreement (including pursuant to Section 2.3(d)), (iv) give and Xxxxxxx X. Xxxxxx. The receive any consents or notices required or permitted by this Agreement and (v) do or refrain from doing all such further acts and things, and execute, deliver and receive all such documents, waivers, extensions and amendments as the Seller Representative shall have deem necessary or appropriate in its sole discretion in connection with the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms administration of this Agreement and the Escrow Agreement (and any such actions shall be binding 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 execution of this Agreement, PVOG hereby (1) accepts its appointment and authorization to act as the Seller Representative and attorney-in-fact on behalf of each SellerSeller in accordance with the terms of this Agreement, and (2) including the following:agrees to perform its obligations under, and otherwise comply with, this Section 9.1. (ab) to receiveBuyer, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant Sellers and any other documents Person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative as the action of each Seller hereunder and in all matters referred to herein, and each Seller confirms all that the Seller Representative shall do or cause to be done in good faith by virtue of its appointment as the Seller Representative. (c) The Seller Representative may resign as the Seller Representative for any reason and at any time by written notice to Buyer and Sellers. If at any time the Seller Representative (or any successor Seller Representative) resigns from such Person’s position as the Seller Representative, a successor shall be designated by the mutual agreement of each Seller or, absent such mutual agreement, by a majority vote of the Sellers, as soon as practicable (but in no event later than 30 days after resignation of the Seller Representative or successor Seller Representative, as applicable), and the Parties shall thereafter be notified in writing of such designation; provided, however, that the Parties agree that a court of competent jurisdiction sitting in Xxxxxx County, Texas shall have the authority to appoint a successor Seller Representative in the event that a successor Seller Representative is not designated within the 30‑day period pursuant to the provisions hereof. (d) The Seller Representative shall have no duties except those which are expressly set forth herein. Each Seller hereby consents and agrees to all actions or inactions taken or omitted to be taken, in each case in good faith, by the Seller Representative under this Agreement. Notwithstanding anything in this Agreement to the contrary, including the provisions set forth in Article 7, each Seller hereby agrees to severally, and not jointly or jointly and severally, indemnify and hold harmless the Seller Representative from and against all Damages incurred in connection with the performance of its duties under this Agreement, excluding such Damages caused by the gross negligence, bad faith or willful misconduct of the Seller Representative. The Seller Representative shall be entitled and is hereby granted the right to set off and deduct any such unpaid, unsatisfied Damages from any amounts owed to a Seller pursuant to this Agreement. (e) Each of the Parties acknowledges and agrees that the Seller Representative shall not be liable, responsible or accountable in Damages or otherwise to any Party by reason of, arising from or relating thereto to any action taken or failure to act on behalf of Sellers; (b) to execute, acknowledgeunless caused by the gross negligence, deliver, record and file all ancillary agreements, certificates and documents that bad faith or willful misconduct of the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement;Representative. (f) The Seller Representative shall be fully protected in relying in good faith upon the records of Sellers and upon such information, opinions, reports or statements presented to receive service the Seller Representative by any of process in connection with any claims under this Agreement;its accountants, consultants, brokers, financial advisors, legal counsel and other professionals as to matters the Seller Representative reasonably believes are within such Person’s professional or expert competence. (g) to give and receive all notices permitted hereunder; andIN NO EVENT SHALL THE SELLER REPRESENTATIVE BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS), EVEN IF THE SELLERS’ REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES REGARDLESS OF THE FORM OF ACTION, UNLESS CAUSED BY THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE SELLER REPRESENTATIVE. (h) to perform EXCEPT TO THE EXTENT PROHIBITED BY LAW, EACH SELLER UNDERSTANDS AND AGREES THAT INDEMNIFICATION PURSUANT TO THIS SECTION 9.1 SHALL INCLUDE INDEMNIFICATION FOR THE SELLER REPRESENTATIVE’S OWN NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, BUT SHALL EXCLUDE INDEMNIFICATION FOR THE SELLER REPRESENTATIVE’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. (i) The provisions set forth in this Section 9.1 shall survive the resignation of the Seller Representative and the termination of this Agreement; provided, however, that the authorizations of the Seller Representative shall be effective only until its rights and obligations and exercise the rights under this Agreement and terminate by virtue of the Escrow Agreement, including the settlement termination of any claims and disputes with Purchaser all obligations of Sellers and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to Buyer under this Agreement. (j) The appointment and grant of power and authority by each Seller under this Section 9.1 is coupled with an interest and is irrevocable and shall not be terminated by any act of such Party or by operation of law, whether by the death or incapacity of such Party or by the occurrence of any other event.

Appointment of Seller Representative. Each (a) The Seller Representative is hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") appointed as the true and lawful agent and attorney-in-fact for and on behalf of such the Remaining Sellers (the “Seller Representative”), to give and receive notices and communications, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement and to comply with full power orders of substitutioncourts and determinations and awards with respect to claims, and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. Such agency may be changed by the Remaining Sellers from time to time upon not less than ten (10) calendar days’ prior written notice to Parent. Any vacancy in the position of Seller Representative shall be filled by a majority-in-interest of the Remaining Sellers. The Seller Representative may resign upon ten (10) calendar days’ prior written notice to Parent and the Company provided that no such resignation shall become effective until the appointment of a successor Seller Representative. No bond shall be required of the Seller Representative, and the Seller Representative shall not receive compensation for his services. Notices or communications to or from the Seller Representative shall constitute notice to or from each Remaining Seller. (b) The Seller Representative shall not have any liability to the Remaining Sellers for any action taken or decision suffered by him or omitted by him hereunder as Seller Representative, except as caused by the Seller Representative’s gross negligence or willful misconduct. The Seller Representative may, in all questions arising hereunder, rely on the advice of counsel and the Seller Representative shall not be liable to be made the Remaining Sellers for anything done, omitted or suffered by the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxbased on such advice. The Seller Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall have be read into this Agreement against the authority to take such actions and exercise such discretion as is required Seller Representative. (c) A decision, act, consent or instruction of the Seller Representative pursuant in a matter entrusted to the terms of Seller Representative by this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) deemed to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto have been taken or given on behalf of all Remaining Sellers and shall be final, binding and conclusive upon all Remaining Sellers; (b) to execute, acknowledgeand Parent and the Company may rely upon any such decision, deliveract, record and file all ancillary agreements, certificates and documents that consent or instruction of the Seller Representative deems necessary as being the decision, act, consent or appropriate in connection with the consummation instruction of, and binding on, each of the transactions contemplated Remaining Sellers. Parent, the Company and their respective Affiliates are hereby relieved from any liability to any person for any acts done by the terms and provisions them in accordance with such decision, act, consent or instruction of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentative.

Appointment of Seller Representative. Each The appointment of the Seller hereby appoints Representative shall be deemed coupled with an interest and designates Xxxxxx X. Xxxxxxx shall be irrevocable, and Xxxxxxx X. XxxxxxBuyer and any other person may conclusively and absolutely rely, jointly (collectivelywithout inquiry, upon any action of the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitutionRepresentative in all matters referred to herein. Any action or decision to be made taken by the Seller Representative must be in writing and must be signed by the Seller Representative then serving in such capacity. All notices required to be made or delivered by Buyer to the Sellers described above shall require be made to the approval Seller Representative for the benefit of both Xxxxxx X. Xxxxxxx such Seller and Xxxxxxx X. Xxxxxxshall discharge in full all notice requirements of Buyer to such Seller with respect thereto. By their appointment of the Seller Representative, Sellers thereby confirm all that the Seller Representative shall do or cause to be done by virtue of its appointment as the representative of Sellers hereunder. The Seller Representative shall have act for Sellers on all of the authority matters set forth in this Agreement in the manner the Seller Representative believes to take such actions be in the best interest of Sellers and exercise such discretion as is required consistent with the obligations of Sellers under this Agreement, but the Seller Representative shall not be responsible to any Seller for any damages which Sellers may suffer by the performance of the Seller Representative's duties under this Agreement, other than damages arising from willful violation of applicable Law or willful misconduct in the performance of such duties under this Agreement. The Seller Representative pursuant to the terms of shall not have any duties or responsibilities except those expressly set forth in this Agreement Agreement, and the Escrow Agreement (and any such actions no implied covenants, functions, responsibilities, duties or Liabilities shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under read into this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace shall otherwise exist against the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentative. .

Appointment of Seller Representative. (a) Each Seller of the Sellers hereby irrevocably appoints and designates Xxxxx Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly to be the representative of the Sellers (collectivelyincluding any successor, the "Seller Representative") and irrevocably authorizes Seller Representative to take all actions, exercise all powers and execute all documents as Seller Representative may deem necessary or desirable in connection with this Agreement and the true transactions contemplated thereby. The Buyer and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action after the Closing the Company shall be entitled to rely upon any communication, instrument or decision to be made document signed or sent by the Seller Representative. All documents executed and all actions taken by Seller Representative shall require be binding and enforceable upon all of the approval Sellers as though each Seller had executed such document and or taken such action. (b) In the event of both Xxxxxx X. Xxxxxxx 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 Xxxxxxx X. XxxxxxBuyer shall be entitled to rely upon any notification of a new Seller Representative believed by Buyer to be genuine. The 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 otherwise unable to serve, Buyer may deal with the Seller Representative or his estate or another Seller of Buyer's choosing, who shall serve as Seller Representative until replaced in accordance with this Section. Buyer shall not be deemed to have any knowledge of any replacement of the Seller Representative until receipt of written notice signed by Seller Representative, 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 the authority complete responsibility to take distribute such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms of this Agreement and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreementspayments, certificates and documents that notices among the Sellers, and each Seller Representative deems necessary hereby releases Buyer, the Company and all of their affiliates, shareholders, directors, officers, employees and agents from any claim or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.123

Appointment of Seller Representative. Each Seller corporation which is a part of "Seller" as listed on Exhibit B hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly confirms its appointment of Trans-Lux Multi-Media Corporation as its agent (collectively, the "Seller Representative") as to receive the true Purchase Price, and lawful to receive all notices to "Seller" under this Agreement, and its exclusive agent and attorney-in-fact to act on its behalf with respect to any and all matters, claims, controversies, or disputes arising out of such Seller with full power the terms of substitution. Any action or decision to be made by this Agreement after the Seller Representative shall require the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. XxxxxxClosing. The Seller Representative shall have the authority power to take such any and all actions and exercise such discretion as is required of which the Seller Representative pursuant believes are necessary or appropriate or in the best interests of the Seller, as fully as if each such Seller was acting on its own behalf, including (a) receiving copies of all notices and communications directed to the terms of Seller under this Agreement and to take any action or no action in connection therewith as the Escrow Agreement (Seller Representative may deem appropriate and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to executetake any action (or to determine to take no action) with respect to this Agreement or the actions contemplated hereby, acknowledgewhether before or after the Closing, deliver, record and file all ancillary agreements, certificates and documents that as the Seller Representative deems necessary or may deem appropriate in connection with as effectively as the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow AgreementSellers could act themselves, including the settlement or compromise of any claims dispute or controversy. The authority granted hereunder is deemed to be coupled with an interest. The dissolution of any Seller shall not terminate the authority and disputes with Purchaser and Sellers arising hereunder and thereunderagency of the Seller Representative. The Sellers may, at any time, substitute or replace shall hold the Seller Representative named abovefree and harmless from and indemnify the Seller Representative against any and all liabilities, if such 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 is agreed to in writing taken hereunder. The execution by the Sellers owning not less than a majority of this Agreement shall be deemed approval of this Section 16.11, and the appointment of the Common Stock on a fullySeller Representative. Signed this 7th day of July , 2008 ----- ------------- SELLER: TRANS-diluted basis and a copy 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 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 such writing is delivered to each party to this Agreement.the Board EXHIBIT A Certain Definitions

Appointment of Seller Representative. (a) Each Seller hereby and SAR Holder irrevocably constitutes and appoints Stone Canyon Industries LLC, a Delaware limited liability company, as Seller Representative and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") as the such Seller’s or SAR Holder’s true and lawful agent and attorney-in-fact and agent and authorizes he, she or it acting for such Seller and SAR Holder and in such Seller’s and SAR Holder’s name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with this Agreement, as fully to all intents and purposes as such Seller might or could do in person, including taking any and all action on behalf of such Seller with and SAR Holder from time to time as contemplated hereunder. Each Seller and SAR Holder grants unto said attorney-in-fact and agent full power of substitution. Any action and authority to do and perform each and every act and thing necessary or decision desirable to be done in connection with the transactions contemplated hereby, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all act Seller Representative may lawfully do or cause to be done by virtue hereof. Each Seller and SAR Holder acknowledges and agrees that upon execution of this Agreement, upon any delivery by Seller Representative of any waiver, amendment, agreement, or certificate document executed by Seller Representative, such Seller and SAR Holder and shall be bound by such documents or action as fully as if such Seller and SAR Holder had executed and delivered such documents. Sellers and SAR Holders shall pay all fees, costs and expenses incurred by Seller Representative in performing its duties hereunder. (b) All payments owed to Sellers and SAR Holders pursuant to this Agreement or otherwise shall be paid by Buyer to Seller Representative for subsequent distribution to Sellers and SAR Holders, and Buyer shall have no duty or obligation whatsoever to see to Seller Representative’s application of funds and no Liability whatsoever arising out of the conduct of Seller Representative. Each Seller and SAR Holder further acknowledges that any payment made to Seller Representative on behalf of any Seller and SAR Holder shall be deemed to have been directly paid to such Seller and SAR Holder and agrees that Buyer’s payment obligations hereunder shall be satisfied in full upon receipt by Seller Representative of such payment and Sellers, SAR Holders and Seller Representative hereby waive any and all claims against Buyer relating to any such payment or otherwise relating to the appointment or conduct of Seller Representative. (c) Each Seller and SAR Holder further acknowledges that the Seller Representative shall have full power and authority on such Seller’s and SAR Holder’s behalf: (i) to pay such Seller’s and SAR Holder’s expenses incurred in connection with the negotiation and performance of this Agreement (whether incurred on or after the date hereof), including by using funds from the Seller Representative Holdback Amount; (ii) in Seller Representative’s sole discretion, to pay such Seller’s and SAR Holder’s Pro Rata Portion of any Final Adjustment Amount pursuant to Section 1.05(c), (iii) to endorse and deliver any certificates representing the Shares and execute such further instruments of assignment or indemnity as the Buyer shall reasonably request; (iv) to execute and deliver on behalf of such Seller and SAR Holder any amendment or waiver hereto; (v) (A) to dispute or refrain from disputing, on behalf of such Seller and SAR Holder relative to any amounts to be received by such Seller and SAR Holder under this Agreement or any agreements contemplated hereby, any claim made by the Buyer under this Agreement or other agreements contemplated hereby, (B) to negotiate and compromise, on behalf of such Seller and SAR Holder, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) to agree to, negotiate or execute, on behalf of such Seller and SAR Holder, any settlement agreement, release or other document with respect to such dispute or remedy; (vi) to engage attorneys, accountants, agents or consultants on behalf of the Sellers and SAR Holders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto; (vii) to take all other actions to be taken by or on behalf of such Seller and SAR Holder in connection herewith; (viii) to retain the Seller Representative Holdback Amount and/or pay amounts therefrom in accordance with this Agreement; and (ix) to do each and every act and exercise any and all rights which such Seller and SAR Holder or the Sellers and SAR Holders collectively are permitted or required to do or exercise under this Agreement. (d) If the Sellers and SAR Holders shall agree that the removal of the Seller Representative is necessary at a given time, Sellers and SAR Holders shall appoint a replacement Seller Representative, which replacement (if not an Affiliate of the Seller Representative or a nationally recognized professional shareholder representative service company) shall be subject to Buyer’s prior written approval (such approval not to be unreasonably withheld, delayed or conditioned). (e) Each Seller and SAR Holder agrees that the Buyer shall be entitled to rely, without inquiry whatsoever, on any action taken, or the failure to take any action, by Seller Representative, on behalf of Sellers and SAR Holders pursuant to this Section 7.06 (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller and SAR Holder as fully as if such Seller or SAR Holder had taken such Authorized Action. (f) The Seller Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller or SAR Holder, except in respect of amounts received on behalf of such Seller or SAR Holder. The Seller Representative shall not be liable to any Seller or SAR Holder for any action taken or omitted by it or any agent employed by it hereunder or under any other document entered into in connection herewith, except that the Seller Representative shall not be relieved of any liability imposed by law for willful misconduct. The Seller Representative shall not be liable to any Seller or SAR Holder for any apportionment or distribution of payments made by the Seller Representative in good faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Seller and SAR Holder to whom payment was due, but not made, shall require be to recover from other Sellers or SAR Holders any payment in excess of the approval of both Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxamount to which they are determined to have been entitled. The Seller Representative shall have not be required to make any inquiry concerning either the authority performance or observance of any of the terms, provisions or conditions of this Agreement. Neither the Seller Representative nor any agent employed by it shall incur any Liability to take such actions and exercise such discretion as is required any Seller or SAR Holder by virtue of the failure or refusal of the Seller Representative pursuant for any reason to consummate the transactions contemplated hereby or relating to the terms performance of this Agreement its other duties hereunder, except for actions or omissions constituting fraud or bad faith. The Sellers and the Escrow Agreement (SAR Holders will indemnify, defend and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that harmless the Seller Representative deems necessary from and against any and all losses arising out of or appropriate in connection with the consummation of the transactions contemplated by the terms Seller Representative’s execution and provisions performance of this Agreement; (c) , in each case as such loss is suffered or incurred; provided, that in the event that any such loss is finally adjudicated to receive any payments due under this Agreement have been directly caused by the fraud, gross negligence or willful misconduct of the Seller Representative, the Seller Representative will reimburse the Sellers and acknowledge receipt for SAR Holders the amount of such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent indemnified loss to the Closing; (e) extent attributable to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement;such fraud, gross negligence or willful misconduct. (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace If the Seller Representative named aboveHoldback Amount is insufficient to reimburse the Seller Representative in full, if the Seller Representative may instruct the Buyer, as the case may be, when making any payments to the Paying Agent, to direct to the Seller Representative sufficient funds from such action is agreed payments to in writing by the Sellers owning not less than a majority or the SAR Holders to pay the amount of any such shortfall to the Common Stock Seller Representative, and such payment to the Seller Representative shall be deducted from the funds otherwise being directed to the Paying Agent, and allocated among the Sellers and the SAR Holders on a fully-diluted pro rata basis and a copy of such writing is delivered according to each party such Person’s Pro Rata Portion. Except as expressly set forth in the immediately preceding sentence, in no event shall the Buyer or the Company be required to this Agreementpay any amount to the Seller Representative in capacity as such.

Appointment of Seller Representative. Each Seller (a) By the execution and delivery of this Agreement, each Seller, effective immediately, hereby irrevocably constitutes and appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") PVOG as the true and lawful agent and attorney-in-fact with full authority and power of substitution to act in the name, place and stead of such Seller with full power respect to the performance of substitution. Any the obligations and rights of Sellers under this Agreement (the “Seller Representative”) and any action or decision contemplated to be made taken by the Seller Representative shall require hereunder in connection therewith, including the approval 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 both Xxxxxx X. Xxxxxxx Sellers with respect to amounts owed by or to Sellers pursuant to this Agreement (including pursuant to Section 2.3(d)), (iv) give and Xxxxxxx X. Xxxxxx. The receive any consents or notices required or permitted by this Agreement and (v) do or refrain from doing all such further acts and things, and execute, deliver and receive all such documents, waivers, extensions and amendments as the Seller Representative shall have deem necessary or appropriate in its sole discretion in connection with the authority to take such actions and exercise such discretion as is required of the Seller Representative pursuant to the terms administration of this Agreement and the Escrow Agreement (and any such actions shall be binding 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 execution of this Agreement, PVOG hereby (1) accepts its appointment and authorization to act as the Seller Representative and attorney-in-fact on behalf of each SellerSeller in accordance with the terms of this Agreement, and (2) including the following:agrees to perform its obligations under, and otherwise comply with, this Section 9.1. (ab) to receiveBuyer, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant Sellers and any other documents Person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative as the action of each Seller hereunder and in all matters referred to herein, and each Seller confirms all that the Seller Representative shall do or cause to be done in good faith by virtue of its appointment as the Seller Representative. (c) The Seller Representative may resign as the Seller Representative for any reason and at any time by written notice to Buyer and Sellers. If at any time the Seller Representative (or any successor Seller Representative) resigns from such Person’s position as the Seller Representative, a successor shall be designated by the mutual agreement of each Seller or, absent such mutual agreement, by a majority vote of the Sellers, as soon as practicable (but in no event later than 30 days after resignation of the Seller Representative or successor Seller Representative, as applicable), and the Parties shall thereafter be notified in writing of such designation; provided, however, that the Parties agree that a court of competent jurisdiction sitting in Xxxxxx County, Texas shall have the authority to appoint a successor Seller Representative in the event that a successor Seller Representative is not designated within the 30-day period pursuant to the provisions hereof. (d) The Seller Representative shall have no duties except those which are expressly set forth herein. Each Seller hereby consents and agrees to all actions or inactions taken or omitted to be taken, in each case in good faith, by the Seller Representative under this Agreement. Notwithstanding anything in this Agreement to the contrary, including the provisions set forth in Article 7, each Seller hereby agrees to severally, and not jointly or jointly and severally, indemnify and hold harmless the Seller Representative from and against all Damages incurred in connection with the performance of its duties under this Agreement, excluding such Damages caused by the gross negligence, bad faith or willful misconduct of the Seller Representative. The Seller Representative shall be entitled and is hereby granted the right to set off and deduct any such unpaid, unsatisfied Damages from any amounts owed to a Seller pursuant to this Agreement. (e) Each of the Parties acknowledges and agrees that the Seller Representative shall not be liable, responsible or accountable in Damages or otherwise to any Party by reason of, arising from or relating thereto to any action taken or failure to act on behalf of Sellers; (b) to execute, acknowledgeunless caused by the gross negligence, deliver, record and file all ancillary agreements, certificates and documents that bad faith or willful misconduct of the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement;Representative. (f) The Seller Representative shall be fully protected in relying in good faith upon the records of Sellers and upon such information, opinions, reports or statements presented to receive service the Seller Representative by any of process in connection with any claims under this Agreement;its accountants, consultants, brokers, financial advisors, legal counsel and other professionals as to matters the Seller Representative reasonably believes are within such Person’s professional or expert competence. (g) to give and receive all notices permitted hereunder; andIN NO EVENT SHALL THE SELLER REPRESENTATIVE BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING LOST PROFITS), EVEN IF THE SELLERS’ REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES REGARDLESS OF THE FORM OF ACTION, UNLESS CAUSED BY THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE SELLER REPRESENTATIVE. (h) to perform EXCEPT TO THE EXTENT PROHIBITED BY LAW, EACH SELLER UNDERSTANDS AND AGREES THAT INDEMNIFICATION PURSUANT TO THIS SECTION 9.1 SHALL INCLUDE INDEMNIFICATION FOR THE SELLER REPRESENTATIVE’S OWN NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW, BUT SHALL EXCLUDE INDEMNIFICATION FOR THE SELLER REPRESENTATIVE’S GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT. (i) The provisions set forth in this Section 9.1 shall survive the resignation of the Seller Representative and the termination of this Agreement; provided, however, that the authorizations of the Seller Representative shall be effective only until its rights and obligations and exercise the rights under this Agreement and terminate by virtue of the Escrow Agreement, including the settlement termination of any claims and disputes with Purchaser all obligations of Sellers and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to Buyer under this Agreement. (j) The appointment and grant of power and authority by each Seller under this Section 9.1 is coupled with an interest and is irrevocable and shall not be terminated by any act of such Party or by operation of law, whether by the death or incapacity of such Party or by the occurrence of any other event.

Appointment of Seller Representative. Each The appointment of the Seller hereby appoints Representative shall be deemed coupled with an interest and designates Xxxxxx X. Xxxxxxx shall be irrevocable, and Xxxxxxx X. XxxxxxBuyer and any other person may conclusively and absolutely rely, jointly (collectivelywithout inquiry, upon any action of the "Seller Representative") as the true and lawful agent and attorney-in-fact of such Seller with full power of substitutionRepresentative in all matters referred to herein. Any action or decision to be made taken by the Seller Representative must be in writing and must be signed by the Seller Representative then serving in such capacity. All notices required to be made or delivered by Buyer to the Sellers described above shall require be made to the approval Seller Representative for the benefit of both Xxxxxx X. Xxxxxxx such Seller and Xxxxxxx X. Xxxxxxshall discharge in full all notice requirements of Buyer to such Seller with respect thereto. By their appointment of the Seller Representative, Sellers thereby confirm all that the Seller Representative shall do or cause to be done by virtue of its appointment as the representative of Sellers hereunder. The Seller Representative shall have act for Sellers on all of the authority matters set forth in this Agreement in the manner the Seller Representative believes to take such actions be in the best interest of Sellers and exercise such discretion as is required consistent with the obligations of Sellers under this Agreement, but the Seller Representative shall not be responsible to any Seller for any damages which Sellers may suffer by the performance of the Seller Representative's duties under this Agreement, other than damages arising from willful violation of applicable Law or willful misconduct in the performance of such duties under this Agreement. The Seller Representative pursuant to the terms of shall not have any duties or responsibilities except those expressly set forth in this Agreement Agreement, and the Escrow Agreement (and any such actions no implied covenants, functions, responsibilities, duties or Liabilities shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under read into this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace shall otherwise exist against the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this AgreementRepresentative.

Appointment of Seller Representative. Each (a) By voting in favor of the adoption of this Agreement, executing and delivering a Support Agreement or participating in the Merger and receiving the benefits thereof, each Seller shall be deemed to have approved the designation of and hereby appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") Representative as of the Closing as the true representative of the Sellers and lawful agent and as the attorney-in-fact and agent for and on behalf of such Seller each Indemnifying Sellers for all purposes in connection with full power of substitution. Any action or decision this Agreement and the agreements ancillary hereto, including with respect to be made claims under Article VII, and the taking by the Seller Representative shall require of any and all actions and the approval making of both Xxxxxx X. Xxxxxxx any decisions required or permitted to be taken by the Seller Representative under this Agreement and Xxxxxxx X. Xxxxxxthe 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 orders of 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 on behalf of each Indemnifying Seller with respect to the authority disposition, settlement or other handling of all claims under Article VII and all rights or obligations arising under Article VII. The Indemnifying Xxxxxxx and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Seller Representative in connection with Article VII, and Xxxxxx and the other Parent Indemnified Parties shall be entitled to take such actions and exercise such discretion as is required rely on any action or decision of the Seller Representative pursuant 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 terms Seller Representative hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Seller Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of this Agreement each of the Sellers and the Escrow Agreement (and any such actions shall be binding on each Seller) including the following: (a) to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (c) to receive any payments due under this Agreement and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace the Seller Representative named above, if such action is agreed to in writing by Sellers owning not less than a majority of the Common Stock on a fully-diluted basis and a copy of such writing is delivered to each party to this Agreement.successor

Appointment of Seller Representative. (a) Each Seller of the Sellers hereby (y) appoints and designates Xxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxx, jointly (collectively, the "Seller Representative") Xxxxxx as the true and lawful agent and attorney-in-fact of such Seller with full power of substitution. Any action or decision to be made by the Seller Representative shall hereunder, to act as such Seller’s representative and agent with respect to all matters relating to this Agreement for the period commencing on 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 Account to the Sellers, and (z) empowers the Seller Representative with the authority to act on such Seller’s behalf to: (i) take any actions or exercise any rights of the Sellers under this Agreement; (ii) waive any rights of, or requirements or obligations owing to, any of the Sellers under this Agreement; (iii) consent to, agree to, or approve of any actions that require the vote, consent, agreement or approval of both Xxxxxx X. Xxxxxxx any of the Sellers under this Agreement; (iv) provide notice from, and Xxxxxxx X. Xxxxxxreceive notice on behalf of, any of the Sellers with respect to this Agreement; and (v) execute (1) the receipt required to be delivered to Purchaser on or prior to Closing as required by Section 3.2(b) and (2) each agreement with a recipient of a Transaction Payment, which agreements will be delivered to Purchaser on or prior to Closing as required by Section 3.2(w). Purchaser and Parent may rely on and accept the acts, disclosures and communications of the Seller Representative with respect to the foregoing as though made separately by each Seller and may rely on notices provided to the Seller Representative as a notice provided to each Seller. Such grant of authority to the Seller Representative may be revoked by a Seller by prior written notice to Purchaser. In addition, each Seller agrees to hold Purchaser and its Affiliates (including Parent) harmless and to not make a claim against Purchaser or any of its Affiliates (including Parent) with respect to or in connection with Purchaser’s reliance on the authorization granted to the Seller Representative hereunder. (b) The Seller Representative shall have the authority right to take such actions resign at any time by giving three (3) days’ written notice of resignation to the Purchaser and exercise such discretion as is required the Sellers. In the event of the death or resignation of the Seller Representative pursuant to (or his removal by the terms Sellers in accordance with the Seller Agreement), the Sellers shall promptly appoint (in accordance with the Seller Agreement) a substitute seller representative who, if possible, shall at the time of appointment be an employee of De Novo. Each successor seller representative shall have all of the power, authority, rights and privileges conferred by this Agreement and the Escrow Agreement (and any such actions the Seller Agreement) upon the original Seller Representative, and the term “Seller Representative” as used herein shall be binding on each Seller) including the following: (a) deemed to receive, hold and deliver to Purchaser the certificates for the Common Stock and the Preferred Stock, the Option Agreements and the Warrant and include any other documents relating thereto on behalf of Sellers; (b) to execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents that the successor Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement;Representative. (c) to receive any payments due under For purposes of this Section 9.14 “Seller Agreement” shall mean that certain Agreement Among Sellers, dated as of the date hereof, by and acknowledge receipt for such payments; (d) to waive any breach or default under this Agreement or to waive any condition precedent to the Closing; (e) to terminate this Agreement; (f) to receive service of process among Xxxxxx X. Xxxxxx, in connection with any claims under this Agreement; (g) to give and receive all notices permitted hereunder; and (h) to perform the obligations and exercise the rights under this Agreement and the Escrow Agreement, including the settlement of any claims and disputes with Purchaser and Sellers arising hereunder and thereunder. The Sellers may, at any time, substitute or replace his capacity as the Seller Representative named aboveRepresentative, if such action is agreed to in writing by Sellers owning not less than a majority each of the Common Stock on a fully-diluted basis Sellers, solely for purposes of Section 4.10 thereof, Xxxxxx X. Xxxxxxx and a copy Xxxxxxxx Xxxxxx, and, solely for purposes of such writing is delivered to each party to this AgreementSection 1.03 thereof, De Novo and DNED.