Common use of Appointment of Sellers’ Agent Clause in Contracts

Appointment of Sellers’ Agent. Each Seller appoints the ----------------------------- Sellers' Agent (with full power of substitution) as his or its agent and attorney-in-fact to act for him or it and in his or its name in connection with all matters related to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by the Transaction Agreements, and each of them gives the Sellers' Agent full power and authority to deliver certificates or other evidence of ownership for his or its Subject Interests, to take all action contemplated to be taken by the Sellers' Agent under the Transaction Agreements, to receive on his or its behalf the purchase price for his Equity Interests payable pursuant to Article II, to execute amendments to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power of attorney, all without notice to any of them and with the same effect as if they had themselves taken such action; and each of the Sellers acknowledges and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to any of the events relating to such claims, liabilities, losses or expenses.

Appointment of Sellers’ Agent. (a) Each Seller of the Sellers hereby irrevocably appoints Ibertech (the ----------------------------- “Sellers' Agent (’ Agent”) as its true and lawful attorney-in-fact and agent with full power of substitution) as his or its agent and attorney-in-fact , to act for him or it solely and exclusively on behalf of, and in his or its the name in connection of, such Seller with all respect to any matters related relating to this Agreement or any document or certificate or other agreement to be executed and delivered by or on behalf of such Seller pursuant hereto, with the full power, without the consent of such Seller, to exercise as the Sellers’ Agent in its sole discretion deems appropriate, all of the powers which such Seller could exercise under the provisions of this Agreement or any document or certificate or other agreements contemplated hereby agreement to be executed and delivered by or on behalf of such Seller pursuant hereto, including, without limitation, to (collectively A) accept and give notices or requests hereunder and thereunder on behalf of any or all of the "Transaction Agreements"Sellers, (B) and take any action under Article IX hereof, (C) consent to any modification or amendments hereof or thereof, (D) give any waiver or consent hereunder or thereunder, (E) accept delivery of such Seller’s pro rata portion of the transactions contemplated Purchase Price on behalf of such Seller, (F) accept on behalf of each Seller delivery of any other payments to be made by the Transaction AgreementsPurchaser pursuant to this Agreement, and each of them gives the Sellers' Agent full power (G) take any and authority to deliver certificates all other actions required or other evidence of ownership for his or its Subject Interests, to take all action contemplated permitted to be taken by the Sellers' Agent under the Transaction Agreements, to receive on his or its behalf the purchase price for his Equity Interests payable pursuant to Article IIany one or more of them, to execute amendments to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power of attorney, all without notice to any of them and with the same effect as if they had themselves taken such action; and each of the Sellers acknowledges and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with this Agreement and all other agreements, instruments, certificates or other documents delivered in connection herewith or therewith including without limitation Section 1.03 of this Agreement. The Purchaser shall be entitled to rely exclusively upon such notices, requests, waivers, consents, amendments, modifications and other acts of the Sellers’ Agent as being binding acts of the Sellers, or any actionof them, suit and Purchaser shall be entitled to deliver any notices or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect other items required to be delivered by it to any of Seller hereunder only to the events relating Sellers’ Agent, and any such delivery shall be fully effective as if it were made directly to such claimsthe applicable Seller or Sellers, liabilities, losses or expensesas the case may be.

Appointment of Sellers’ Agent. Each Seller appoints the ----------------------------- (a) Sellers each hereby appoint Xxxxx Xxxxxx, and in his absence Xxxxx XxXxxxxx, (“Sellers' Agent (with full power of substitution) ’ Agent”), as his or its their agent and attorney-in-fact fact, on their behalf and on behalf of each of them in accordance with the terms of this Section, and hereby authorize the Sellers’ Agent (i) to act for him or it perform all acts which, by the provisions of this Agreement are to be performed by Sellers’ Agent; (ii) to waive on behalf of each of them any of the provisions of this Agreement and in his or its name in connection with all matters related to execute and deliver such amendments on behalf of each of them to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by the Transaction Agreements, and each of them gives as the Sellers' Agent full power ’ Agent, in its sole judgment, shall deem necessary or advisable; (iii) to execute and authority deliver documents pursuant to deliver certificates or other evidence of ownership for his or its Subject Interests, to take all action contemplated to be taken by this Agreement as the Sellers' Agent under the Transaction Agreements’ Agent, in its sole judgment, shall deem necessary or advisable, including any amendments to receive on his or its behalf the purchase price for his Equity Interests payable pursuant to Article II, any such agreements; (iv) to execute amendments to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15)and give all notices, to give and receive all notices requests and other communications relating required, permitted or contemplated under this Agreement as Sellers’ Agent, in its sole judgment, shall deem necessary or advisable; (v) to the Transaction Agreementsconsent, dispute, compromise, adjust, settle, litigate, appeal or otherwise deal with any and all set-offs, claims breaches, obligations, liabilities, assessments, suits, actions, proceedings, liens, charges, encumbrances, orders, judgments and decrees with respect to execute this Agreement or to refrain so to do as Sellers’ Agent shall, in its sole judgment, deem necessary or advisable; (vi) to delegate all or any instruments and documents that the of its power or authority under this Agreement to any person or entity, as Sellers' Agent may determine ’ Agent, in its sole judgment, shall deem necessary or advisable; (vii) to expend such amounts in the exercise of his authority pursuant to this power its rights and powers and in the performance of attorneyits duties hereunder as Sellers’ Agent shall, all without notice to any of them and with the same effect as if they had themselves taken such actionin its sole judgment, deem necessary or advisable; and each of the Sellers acknowledges (viii) generally to act for and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him each of them in all matters connected with this Agreement, with the same force and effect as if they though such an act had themselves so actedbeen taken by any of them personally. By his execution hereofSeller agrees with Purchaser that the Sellers’ Agent shall be the sole and exclusive person with legal capacity and standing to contest, Sellers' Agent hereby accepts such dispute, compromise, adjust, settle, litigate, appeal or otherwise deal with Purchaser with respect to the indemnification of the Purchaser Indemnified Parties as set forth in Article VII of this Agreement. This appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including outpower-of-pocket attorney shall be a special power-of-attorney coupled with an interest, shall be irrevocable and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any actionshall survive the dissolution, suit death, disability or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to incapacity of any of the events relating to such claims, liabilities, losses or expensesPrincipals.

Appointment of Sellers’ Agent. (a) Each Seller hereby irrevocably appoints the ----------------------------- Sellers' Sellers Agent (with full power of substitution) as his or its true and lawful agent and attorney-in-fact to act for him or it and in his or its name in connection fact, with all matters related to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by the Transaction Agreementsfull power of substitution, and each of them gives the Sellers' Agent with full power and authority to deliver certificates act for and on behalf of such Seller for all purposes of this Agreement and the Transaction Documents, and with respect to the consummation of the Transactions, agrees to be bound by the provisions of this Agreement or other evidence such agreements and the terms of ownership for his such transactions. Sellers Agent hereby accepts such appointment. Sellers Agent may take any and all actions that it believes are reasonably necessary or its Subject Interests, to take all action contemplated to be taken by the Sellers' Agent appropriate under this Agreement and the Transaction AgreementsDocuments, to receive on his or its behalf including interpreting all of the purchase price for his Equity Interests payable pursuant to Article II, to execute amendments to terms and provisions of this Agreement and the Transaction Agreements (so long as such amendment has been properly authorized by Documents. Each Seller acknowledges and agrees that Sellers pursuant to Section 9.15)Agent, to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power Agreement, has the exclusive authority to act on its behalf in connection with this Agreement, the Transaction Documents and other transaction documents and related matters, including (i) the receipt from SurModics of attorney, all without notice payments made by SurModics to any Seller, (ii) authorization of them payments to be made by Sellers or the Sellers Agent under this Agreement or any Transaction Document, (iii) distribution of all payments and amounts to Sellers, (iv) the giving and receiving of notices to be given or received by any Seller, (v) the right to resolve, settle, defend, or dispute any claims made by SurModics under this Agreement, including with respect to any adjustments to the Closing Payment pursuant to SECTION 2.3 and any claims by SurModics for indemnification under this Agreement, or take any actions and exercise such other power, rights and authority as set forth herein, (vi) the right to retain legal counsel and to engage accountants with respect to matters regarding this Agreement and related documents, (vii) the right to waive any condition or provision of this Agreement and to take any other action under this Agreement, including amending this Agreement in any respect on behalf of such Seller, (viii) the determination of the First Option Purchase Price and the Second Option Purchase Price (and resolving any disputes in connection therewith); and (ix) taking any and all other actions specified in or contemplated by this Agreement or any Transaction Document. All decisions and actions by Sellers Agent permitted by this Agreement or any Transaction Document shall be binding upon all Sellers, and no Seller shall have any right to object, dissent, protest or otherwise contest the same and all Sellers agree to be jointly and severally liable therefor. SurModics shall be entitled to deal with and rely conclusively on Sellers Agent as provided herein as if, and with the same effect as if they had themselves taken such action; and each if, Sellers Agent constituted all of the Sellers. Upon the death or resignation of the Sellers acknowledges Agent appointed hereby, Sellers shall appoint a replacement Sellers Agent who shall possess and agrees that they shall be bound byassume the rights, powers, duties and Buyer and NBP may rely and act upon, any action taken by Sellers' obligations of Sellers Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they though such substitute representative had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' originally been the Sellers Agent under the Transaction Agreements and in connection therewiththis Agreement. Sellers' Sellers Agent shall not be liable have any Liability to SurModics or to Sellers for any action taken decision, act, consent, instruction or omitted by Sellers' omission whatsoever on the part of the Sellers Agent in good faith, and in no event shall Sellers' Agent be liable hereunder unless there has been fraud or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to on the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to any part of the events relating to such claims, liabilities, losses or expensesSellers Agent.

Appointment of Sellers’ Agent. Each Seller appoints the ----------------------------- (a) Sellers each hereby appoint Hunter X. Xxxxx (“Sellers' Agent (with full power of substitution) ’ Agent”), as his or its their agent and attorney-in-fact fact, on their behalf and on behalf of each of them in accordance with the terms of this Section, and hereby authorize the Sellers’ Agent (i) to act for him or it perform all acts which, by the provisions of this Agreement are to be performed by Sellers’ Agent; (ii) to waive on behalf of each of them any of the provisions of this Agreement and in his or its name in connection with all matters related to execute and deliver such amendments on behalf of each of them to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by the Transaction Agreements, and each of them gives as the Sellers' Agent full power ’ Agent, in its sole judgment, shall deem necessary or advisable; (iii) to execute and authority deliver documents pursuant to deliver certificates or other evidence of ownership for his or its Subject Interests, to take all action contemplated to be taken by this Agreement as the Sellers' Agent under the Transaction Agreements’ Agent, in its sole judgment, shall deem necessary or advisable, including any amendments to receive on his or its behalf the purchase price for his Equity Interests payable pursuant to Article II, any such agreements; (iv) to execute amendments to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15)and give all notices, to give and receive all notices requests and other communications relating required, permitted or contemplated under this Agreement as Sellers’ Agent, in its sole judgment, shall deem necessary or advisable; (v) to the Transaction Agreementsconsent, dispute, compromise, adjust, settle, litigate, appeal or otherwise deal with any and all set-offs, claims breaches, obligations, liabilities, assessments, suits, actions, proceedings, liens, charges, encumbrances, orders, judgments and decrees with respect to execute this Agreement or to refrain so to do as Sellers’ Agent shall, in its sole judgment, deem necessary or advisable; (vi) to delegate all or any instruments and documents that the of its power or authority under this Agreement to any person or entity, as Sellers' Agent may determine ’ Agent, in its sole judgment, shall deem necessary or advisable; (vii) to expend such amounts in the exercise of his authority pursuant to this power its rights and powers and in the performance of attorneyits duties hereunder as Sellers’ Agent shall, all without notice to any of them and with the same effect as if they had themselves taken such actionin its sole judgment, deem necessary or advisable; and each of the Sellers acknowledges (viii) generally to act for and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him each of them in all matters connected with this Agreement, with the same force and effect as if they though such an act had themselves so actedbeen taken by any of them personally. By his execution hereofSeller agrees with Purchaser that the Sellers’ Agent shall be the sole and exclusive person with legal capacity and standing to contest, Sellers' Agent hereby accepts such dispute, compromise, adjust, settle, litigate, appeal or otherwise deal with Purchaser with respect to the indemnification of the Purchaser Indemnified Parties as set forth in Article VII of this Agreement. This appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including outpower-of-pocket attorney shall be a special power-of-attorney coupled with an interest, shall be irrevocable and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any actionshall survive the dissolution, suit death, disability or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to incapacity of any of the events relating to such claims, liabilities, losses or expensesSellers.

Appointment of Sellers’ Agent. Each Seller appoints Agent is hereby irrevocably appointed the ----------------------------- Sellers' Agent (with full power of substitution) as his or its agent and attorney-in-attorney in fact of the Sellers, and the initial Agent hereby accepts such appointment, to act for him or it take the actions herein: (a) to consummate the transactions contemplated herein and in his or its name to pay such Seller’s expenses incurred in connection with all matters related the negotiation and performance of this Agreement (whether occurred on or after the date of this Agreement); (b) to give and receive notices and communications; (c) to authorize or object to delivery to Parent, Purchaser or any other Purchaser Indemnitee of cash from the Working Capital Escrow Account or the General Escrow Account or in satisfaction of claims by Parent, Purchaser or any other Purchaser Indemnitee and to distribute any funds payable by Parent or Purchaser under this Agreement that are for the benefit of Sellers which are released from the Working Capital Escrow Account and the General Escrow Account for the benefit of the Sellers pursuant to the provisions of this Agreement; (d) to deduct and/or hold back any funds that may be payable to any Seller pursuant to the terms of this Agreement and the other agreements contemplated hereby Escrow Agreement in order to pay any amount that may be payable by such Seller hereunder, in each case on a basis consistent with their Pro Rata Share; (collectively the "Transaction Agreements"e) to make any determinations, agree to, negotiate, enter into settlements and the transactions compromises of, any matters contemplated by this Agreement, including in connection with the Transaction Agreementsdetermination or the adjustment of, and each or any other matter pertaining to, the Purchase Price or any Earn-Out Payment except for any breach by a Seller hereunder for which recovery sought may be beyond the General Escrow Amount; (f) to assert any claim to recover Losses of them gives the Sellers' Agent full power and authority to deliver certificates Sellers or other evidence Seller Indemnitees, including claims related to Pre-Closing Taxes pursuant to ARTICLE X or for indemnification pursuant to ARTICLE XI; (g) to execute and deliver on behalf of ownership such Seller any amendment or waiver to the terms of this Agreement or the Stock Purchase Agreement; (h) to retain funds for his or its Subject Interests, reasonably anticipated expenses and liabilities and to disburse funds to third parties for expenses and liabilities; (i) to take all action contemplated actions necessary or appropriate in the judgment of Agent for the accomplishment of the foregoing; and (j) to do each and every act and exercise any and all rights which such Seller, or any or all of the Sellers collectively, are permitted or required to do or exercise under this agreement, provided that such Seller (and not Agent) shall control any and all claims against such Seller for breaches of such Seller’s representations and warranties set forth in ARTICLE III or any covenant of such Seller hereunder if not completely covered by the General Escrow Amount (and, as applicable, any Earn-Out Payment). A decision, act, consent or instruction of Agent shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each such Seller, and the Escrow Agent, Parent and Purchaser may rely upon any decision, act, consent or instruction of Agent as being the decision, act, consent or instruction of each and every such Seller. The Escrow Agent, Parent and Purchaser are hereby irrevocably relieved from any Liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of Agent. All such actions shall be deemed to be taken by facts ascertainable outside this Agreement and shall be binding on the Sellers' Agent under the Transaction Agreements, to receive on his or its behalf the purchase price for his Equity Interests payable pursuant to Article II, to execute amendments to the Transaction Agreements (so long Sellers as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give a matter of contract Law. This appointment of agency and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power of attorney, all without attorney is coupled with an interest and will be irrevocable and will not be terminated by any Seller or by operation of Law. A new Agent may be designated by the holders at Closing of a majority in interest of the Purchased Units upon not less than ten days’ prior written notice to Parent. No bond shall be required of Agent, and Agent shall receive no compensation for its services from Parent, Purchaser or any of them and with their Affiliates after the same effect as if they had themselves taken such action; and Closing. Notices or communications to or from Agent shall constitute notice to or from each of the Sellers acknowledges and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they had themselves so acted. By his execution hereof, Sellers' Agent Each Seller hereby accepts such appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted receive correspondence from Agent, including by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including oute-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect mail transmission to any e-mail address set forth in the notice provisions of the events relating this Agreement or subsequently provided to Agent by such claims, liabilities, losses or expensesSeller.

Appointment of Sellers’ Agent. (i) Each Seller of the Selling Stockholders hereby irrevocably appoints the ----------------------------- Sellers' Agent (with full power of substitution) Yagan and Xxxxxx Xxxxxxxx as his or its agent agents and attorneyattorneys-in-fact (sometimes referred to act for him herein as "SELLERS' AGENTS") of each of the Selling Stockholders to take jointly any action required or it permitted to be taken by such persons under the terms of this Agreement or any other Transaction Document (excluding the Employment Agreements), including, without limiting the generality of the foregoing, the execution, delivery and in his receipt of any funds, notices, certificates or its name in connection with other documents to be executed delivered or received by or on behalf of any or all matters related to this of the Selling Stockholders (including without limitation the Escrow Agreement and the other agreements contemplated hereby (collectively Registration Rights Agreement but excluding the "Transaction Employment Agreements") ), the representation of the Selling Stockholders in the resolution of any disputed matters hereunder and in indemnification proceedings hereunder and the transactions contemplated rights to waive, modify or amend the terms of this Agreement PROVIDED, HOWEVER, that no such waiver, modification or amendment which would directly adversely affect any Selling Stockholder but not the Selling Stockholders as a group shall be effective unless signed by the Transaction Agreements, and each of them gives adversely affected Selling Stockholder. No action taken by the Sellers' Agent full power and Agents shall be valid unless signed in writing by the two Sellers' Agents; PROVIDED, HOWEVER, (A) the Sellers' Agents do not have the authority to deliver certificates amend provisions of Sections 1.7 and 1.11 relating to the amount of Merger Consideration and the basis for calculating the First Earnout Amount or other evidence of ownership for his or its Subject Intereststhe Second Earnout Amount, to take all and (B) that if the Sellers' Agents do not agree, any action contemplated permitted to be taken by the Sellers' Agents may be taken by one Sellers' Agent under with the Transaction Agreements, to receive on his or its behalf written approval of a majority in interest of the purchase price for his Equity Interests payable pursuant to Article II, to execute amendments to the Transaction Agreements (Selling Stockholders so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power of attorney, all without notice to any of them and with the same effect as if they had themselves taken such action; and each of the Sellers acknowledges and agrees that they shall be bound by, and Buyer and NBP may rely and act upon, any action taken by Sellers' Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. acting Sellers' Agent shall certify in writing to iTurf that such approval has been obtained. The Selling Stockholders severally agree to indemnify the Sellers' Agents from and against and in respect of any and all Liabilities, damages, claims, costs and expenses, including but not be liable limited to Sellers for attorneys' fees, arising out of or due to any action taken or omitted by as the Sellers' Agent in good faithAgents and any and all actions proceedings, demands, assessments, judgments, costs and in no event shall Sellers' Agent be liable or responsible expenses incidental thereto, except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under extent that the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, same result from bad faith or willful misconduct with respect to any gross negligence on the part of the events relating to such claims, liabilities, losses or expensesSellers' Agents.

Appointment of Sellers’ Agent. (a) Each Seller hereby irrevocably appoints the ----------------------------- Sellers' Sellers Agent (with full power of substitution) as his or its true and lawful agent and attorney-in-fact to act for him or it and in his or its name in connection fact, with all matters related to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by the Transaction Agreementsfull power of substitution, and each of them gives the Sellers' Agent with full power and authority to deliver certificates act for and on behalf of such Seller for all purposes of this Agreement and the Transaction Documents, and with respect to the consummation of the Transactions, agrees to be bound by the provisions of this Agreement or other evidence such agreements and the terms of ownership for his such transactions. Sellers Agent hereby accepts such appointment. Sellers Agent may take any and all actions that it believes are reasonably necessary or its Subject Interests, to take all action contemplated to be taken by the Sellers' Agent appropriate under this Agreement and the Transaction AgreementsDocuments, to receive on his or its behalf including interpreting all of the purchase price for his Equity Interests payable pursuant to Article II, to execute amendments to terms and provisions of this Agreement and the Transaction Agreements (so long as such amendment has been properly authorized by Documents. Each Seller acknowledges and agrees that Sellers pursuant to Section 9.15)Agent, to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that the Sellers' Agent may determine necessary in the exercise of his authority pursuant to this power Agreement, has the exclusive authority to act on its behalf in connection with this Agreement, the Transaction Documents and other transaction documents and related matters, including (i) the receipt from SurModics of attorney, all without notice payments made by SurModics to any Seller, (ii) authorization of them payments to be made by Sellers or the Sellers Agent under this Agreement or any Transaction Document, (iii) distribution of all payments and amounts to Sellers, (iv) the giving and receiving of notices to be given or received by any Seller, (v) the right to resolve, settle, defend, or dispute any claims made by SurModics under this Agreement, including with respect to any adjustments to the Purchase Price pursuant to SECTION 2.3 and any claims by SurModics for indemnification under this Agreement, or take any actions and exercise such other power, rights and authority as set forth herein, (vi) the right to retain legal counsel and to engage accountants with respect to matters regarding this Agreement and related documents, (vii) the right to waive any condition or provision of this Agreement and to take any other action under this Agreement, including amending this Agreement in any respect on behalf of such Seller, and (viii) taking any and all other actions specified in or contemplated by this Agreement or any Transaction Document. All decisions and actions by Sellers Agent permitted by this Agreement shall be binding upon all Sellers, and no Seller shall have any right to object, dissent, protest or otherwise contest the same and all Sellers agree to be jointly and severally liable therefor. SurModics shall be entitled to deal with and rely conclusively on Sellers Agent as provided herein as if, and with the same effect as if they had themselves taken such action; and each if, Sellers Agent constituted all of the Sellers. Upon the death or resignation of the Sellers acknowledges Agent appointed hereby, Sellers shall appoint a replacement Sellers Agent who shall possess and agrees that they shall be bound byassume the rights, powers, duties and Buyer and NBP may rely and act upon, any action taken by Sellers' obligations of Sellers Agent on behalf of the Sellers and upon any instruments and documents signed by him with the same force and effect as if they though such substitute representative had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' originally been the Sellers Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant to the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to any of the events relating to such claims, liabilities, losses or expensesthis Agreement.

Appointment of Sellers’ Agent. Each Seller hereby irrevocably appoints Billx Xxx Xxxxxx, Xx. (xxrein called the ----------------------------- Sellers' "Seller's Agent"), as such Seller's Agent (with full power of substitution) as his or its agent and attorney-in-fact to act for him take any action required or it permitted to be taken by such Seller under the terms of this Agreement, including, without limiting the generality of the foregoing, the giving and in his receipt of any notices to be delivered or its name in connection with received by or on behalf of any or all matters related of the Seller, the payment of expenses relating to this Agreement and the other agreements contemplated hereby (collectively the "Transaction Agreements") and the transactions contemplated by this Agreement, the Transaction Agreementsrepresentation of the Seller in indemnification proceedings hereunder, and each the right to waive any of them gives the Sellers' Agent full power terms of this Agreement in any respect, whether or not material, and authority to deliver certificates or other evidence of ownership for his or its Subject Interests, to take all action contemplated agrees to be bound by any and all actions taken by the Sellers' Seller's Agent under the Transaction Agreements, to receive on his or its behalf her behalf. Each Seller agrees jointly and severally to indemnify the purchase price for his Equity Interests payable pursuant Seller's Agent from and against and in respect of any and all liabilities, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of or due to Article IIany action as the Seller's Agent and any and all actions, to execute amendments proceedings, demands, assessments or judgments, costs and expenses incidental thereto, except to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents extent that the Sellers' Agent may determine necessary in same result from bad faith or gross negligence on the exercise of his authority pursuant to this power of attorney, all without notice to any of them and with the same effect as if they had themselves taken such action; and each part of the Sellers acknowledges and agrees that they Seller's Agent. Buyer shall be bound by, and Buyer and NBP may entitled to rely and act upon, exclusively upon any action taken communications given by Sellers' the Seller's Agent on behalf of the Sellers any Seller, and upon any instruments and documents signed by him with the same force and effect as if they had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees to act as Sellers' Agent under the Transaction Agreements and in connection therewith. Sellers' Agent shall not be liable to Sellers for any action taken or omitted by Sellers' Agent not taken in good faith, and in no event shall Sellers' Agent be liable or responsible except reliance upon the Seller's Agent. Except for his own gross negligence or willful misconduct. Sellers shall be liable, jointly and severally, any notice with regard to hold Sellers' Agent (acting in such capacity, but not in his capacity as a replacement for Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' 's Agent pursuant to this Section 5.12, Buyer shall be entitled to disregard any notices or communications given or made by Seller unless given or made through the Transaction Documents and all claimsSeller's Agent. In the event that Seller's Agent dies, liabilitiesresigns, lossesrefuses to act or becomes disabled or unavailable, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising the Seller shall promptly by majority vote in connection accordance with any action, suit or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to any their prior ownership of the events relating Shares appoint another Seller as the substitute Seller's Agent to act under this Agreement; such claimssubstitute Seller's Agent shall have all the powers of the initial Seller's Agent hereunder; and, liabilities, losses or expensesthe Seller shall promptly deliver a copy of such appointment to the Buyer.

Appointment of Sellers’ Agent. Each Seller of the Sellers hereby irrevocably appoints Xxxx X. Xxxx, Xx. and Xxxx X. Xxxxxxxx (herein called the ----------------------------- "Sellers' Agent (with full power of substitution) Agent"), as his or its agent such Sellers' agents and attorneyattorneys-in-fact to act for him take any action required or it and in his or its name in connection with all matters related permitted to be taken by such Seller under the terms of this Agreement and the other agreements contemplated hereby (collectively Escrow Agreement, including, without limiting the "Transaction Agreements") generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Sellers, the payment of expenses relating to the transactions contemplated by this Agreement and the Transaction AgreementsEscrow Agreement, the representation of the Sellers in any indemnification proceedings hereunder, and each the right to waive, modify or amend any of them gives the Sellers' Agent full power terms of this Agreement or the Escrow Agreement in any respect, whether or not material, and authority to deliver certificates or other evidence of ownership for his or its Subject Interests, to take all action contemplated agrees to be bound by any and all actions taken by the Sellers' Agent under the Transaction Agreements, to receive on his or its behalf the purchase price for his Equity Interests payable pursuant her behalf. The Sellers agree jointly and severally to Article II, to execute amendments to the Transaction Agreements (so long as such amendment has been properly authorized by Sellers pursuant to Section 9.15), to give and receive all notices and other communications relating to the Transaction Agreements, and to execute any instruments and documents that indemnify the Sellers' Agent may determine necessary from and against and in the exercise respect of his authority pursuant to this power any and all liabilities, damages, claims, costs and expenses, including, but not limited to, attorneys' fees arising out of attorney, all without notice or due to any of them action as the Sellers' Agent and with any and all actions, proceedings, demands, assessments or judgments, costs and expenses incidental thereto, except to the extent that the same effect as if they had themselves taken such action; and each result from bad faith or gross negligence on the part of the Sellers acknowledges and agrees that they Sellers' Agent. Buyer shall be bound by, and Buyer and NBP may entitled to rely and act upon, exclusively upon any action taken communications given by the Sellers' Agent on behalf of any Seller, and shall not be liable for any action taken or not taken in reliance upon the Sellers' Agent. The Buyer shall be entitled to disregard any notices or communications given or made by Sellers and upon any instruments and documents signed by him with unless given or made through the same force and effect Sellers' Agent. In the event that one of the individuals named herein as if they had themselves so acted. By his execution hereof, Sellers' Agent hereby accepts such appointment and agrees dies, resigns, refuses to act or becomes disabled or unavailable, the surviving individual named herein as Sellers' Agent shall continue to act as Sellers' Agent hereunder and the Sellers may (or if there is no surviving Sellers' Agent, the Sellers shall) promptly by majority vote in accordance with their prior ownership of the Shares appoint another Person as their substitute Sellers' Agent to act under this Agreement and the Transaction Agreements and in connection therewithEscrow Agreement. Such substitute Sellers' Agent shall not be liable to Sellers for any action taken or omitted by have all the powers of the initial Sellers' Agent in good faithhereunder and, and in no event shall Sellers' Agent be liable or responsible except for his own gross negligence or willful misconduct. the Sellers shall be liable, jointly and severally, to hold Sellers' Agent (acting in promptly deliver a copy of such capacity, but not in his capacity as a Seller) harmless from, and to indemnify and reimburse Sellers' Agent for, all amounts paid by Sellers' Agent pursuant appointment to the Transaction Documents and all claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under the Transaction Agreements, provided that Sellers' Agent has not acted with gross negligence, bad faith or willful misconduct with respect to any of the events relating to such claims, liabilities, losses or expensesBuyer.