Common use of Appointment of Sellers’ Representative Clause in Contracts

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' Representative.

Appointment of Sellers’ Representative. (a) By the execution and delivery of a duly executed Letter of Transmittalthis Agreement, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, constitute and appoint Sellers’ Representative as its their respective representative true and lawful agent and attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (fact hereunder with full power of substitution)substitution to act in the name, place and stead of Sellers (and of each of them) (1) subject to take such action on such Seller's behalf the Laws applicable to the Interests, with respect to all matters relating the transfer of the Interests in accordance with the terms and provisions of this Agreement; (2) to act on behalf of Sellers (and each of them) in any litigation, arbitration or other action or proceeding under this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any or otherwise arising out of the Transactions transactions contemplated hereby, and (3) to do or refrain from doing all such further acts and things and to take execute all actions documents and instruments, in each case, as Sellers’ Representative shall deem necessary or appropriate in connection with the foregoingtransactions contemplated by this Agreement. The power of Sellers’ Representative under the foregoing appointment will include the power: (i) to act for Sellers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim hereunder on behalf of Sellers (or any of them) and to transact matters of any arbitration, litigation, action or other proceeding hereunder; (ii) to act for Sellers in connection with the negotiation and finalization of the Closing Statement and the Final Adjustment Amount, including all matters with respect to the Accounting Firm, if an Accounting Firm is retained pursuant to Section 2.3(b); (iii) to execute and deliver any and all ancillary agreements, certificates, instrument and documents that Sellers’ Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated hereby; (iv) to enter into one or more amendments to this Agreement or to waive one or more failure of Buyers to comply with any obligation, covenant, agreement or condition contained in this Agreement; (v) to do or refrain from doing any further act or deed on behalf of Sellers that Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Sellers could do if personally present or acting; and (vi) to receive notices and service of process in connection with any claims or proceedings arising under or in connection with this Agreement or the transactions contemplated hereby. (b) The appointment herein of Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyers and any other Person may conclusively and absolutely rely, without inquiry, upon any decision, act, consent or instruction of Sellers’ Representative on behalf of Sellers in any and all matters referred to in this Agreement (including any and all matters with respect to the Escrow Agreement). All notices required to be made or delivered by Sellers to Buyers shall be made to Sellers’ Representative for the benefit of Sellers, and the making or delivery thereof shall discharge in full all notice requirements of Sellers to Buyers with respect thereto. Sellers’ Representative shall act for Sellers on all of the matters set forth in this Agreement in the manner Sellers’ Representative believes to be in the best interest of Sellers and consistent with obligations under this Agreement, but Sellers’ Representative shall not be responsible to Sellers (or any of them) for any loss or damages any Seller may suffer by the performance by Sellers’ Representative of its duties under this Agreement, other than loss or damage found by the final judgment of a court of competent jurisdiction or arbitrator (through binding arbitration) to arise from Sellers’ Representative’s willful violation of the law or this Agreement or its bad faith in connection with its duties under this Agreement. All decisions and actions by Sellers’ Representative (to the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, extent authorized by this Agreement) shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' ’ Representative shall incur be entitled to engage such counsel, experts, consultants and other advisors and representatives as he shall deem necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of any of such Persons. Sellers’ Representative may (but need not) consult with any Seller in connection with Sellers’ Representative’s exercise of its powers and performing of its functions hereunder, and each Seller shall cooperate with and offer reasonable assistance to Sellers’ Representative in connection with any of such exercise or performance. Sellers’ Representative will have no liability to Buyers, the Target Companies, any Target Subsidiary or Sellers with respect to any action actions taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative omitted to be genuinely and duly authorizedtaken solely in its capacity as Sellers’ Representative, nor for any other action or inaction except with respect to any liability resulting from Sellers’ Representative fraud, intentional misconduct or intentional misrepresentation. Sellers’ Representative will at all times be entitled to rely on any directions received from Sellers. In addition, each Seller shall defend and indemnify Sellers’ Representative and hold Sellers’ Representative harmless from against any loss arising out of or in connection with the indemnification obligations acceptance or administration of Sellers’ Representative’s duties hereunder, other than loss or damage found by the final judgment of a court of competent jurisdiction or arbitrator (through binding arbitration) to arise from Sellers’ Representative’s willful violation of the Sellers under Article VI, including the defense law or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 its bad faith in connection with its duties under this Agreement. (c) Sellers’ Representative will not be entitled to any fee, commission, or other compensation for the performance of its services as Sellers' ’ Representative.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalJEN Partners is hereby appointed, authorized and empowered by each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative a representative, for the benefit of Sellers ("the “Sellers' ’ Representative") under this Agreement and”), as suchthe exclusive agent and attorney in fact to act on behalf of each Seller, in connection with and to actfacilitate the consummation of the Transactions, as which shall include the power and authority: (i) to execute and deliver such Seller's agent (waivers and consents in connection with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any consummation of the Transactions as the Sellers’ Representative, in its sole discretion, may deem necessary or desirable; (ii) to enforce and protect the rights and interests of Sellers arising out of or under or in any manner relating to this Agreement, and each other agreement, document, instrument or certificate referred to herein or therein or the transactions provided for herein or therein (including, receiving (or directly the receipt of) and allocating the Cash Consideration and the other portions of the Purchase Price, determining the Adjustment Amount or any adjustment thereof pursuant to Section 3.3 hereto and in connection with any and all claims for indemnification brought under Article VIII (but excluding any agreements to which Purchaser or any of its Affiliates are not a party, the Independent Contractor Agreements and the Employment Agreement), and to take any and all actions which the Sellers’ Representative believes are necessary or appropriate under this Agreement for and on behalf of Sellers; (iii) to pledge all Issuer Stock issued pursuant to this Agreement as collateral to secure the obligations of Sellers under Article VIII; and (iv) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Sellers’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the foregoing. All decisions Transactions and actions by the Sellers' Representativeall other agreements, including any agreement between the Sellers' Representative documents or instruments referred to herein or therein or executed in connection herewith and the therewith. (b) Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action rely upon all actions taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed omitted to be taken by the Sellers' ’ Representative pursuant to this Agreement, all of which actions or omissions shall be genuinely legally binding upon Sellers. (c) The grant of authority provided for herein (i) is coupled with an interest and duly authorizedshall be irrevocable and survive the death, nor for incompetency, bankruptcy or liquidation of any other action or inaction with respect to Seller; and (ii) shall survive the indemnification obligations consummation of the Transactions. (d) Sellers agree that all actions, decisions and instructions of the Sellers’ Representative will be conclusive and binding upon each of the Sellers under Article VIand no Seller will have any cause of action against the Sellers’ Representative for any action taken, including the defense decision made or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith instruction given by the Sellers' ’ Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in under this Agreement, and no implied covenants, functions, responsibilities, duties, obligations except for fraud or liabilities shall be read into willful breach of this Agreement or shall otherwise exist against by the Sellers' ’ Representative. Sellers hereby agree to jointly and severally indemnify and hold harmless the Seller Representative from and against (i) any losses incurred without fraud or willful breach on the part of the Seller Representative and arising out of or in connection with the acceptance, performance or nonperformance of its duties hereunder and (ii) any related out-of-pocket costs or expenses (including reasonable attorneys’ fees).

Appointment of Sellers’ Representative. Each Significant Shareholder hereby, and each Seller that is not a Significant Shareholder (ai) By upon execution and delivery of a duly executed Letter the Joinder Agreement in respect of Transmittalsuch Seller’s Cargo Common Shares, each (ii) upon execution and delivery of the Joinder Agreement in respect of such Seller’s Cargo Options and (iii) upon execution and delivery of the Joinder Agreement in respect of such Seller’s Cargo Warrants, constitutes and appoints the Sellers irrevocably appoints Fremont Investors IIRepresentative as his, L.L.C., a Delaware limited liability company, as her or its true and lawful attorney-in-fact, fact to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as for and on behalf of such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to Seller in all matters relating to or arising out of this Agreement and the TransactionsAgreement, including specifically, but without limitation: (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 Sellers and to transact matters of litigation; (b) to negotiate, execute and deliver all waivers under and amendments to this Agreement, ancillary agreements (including, without limitation, to negotiatethe Escrow Agreement), defend, settle certificates and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions that Sellers Representative deems necessary or appropriate in connection with the foregoing. All decisions and actions consummation of the transactions contemplated by the Sellers' Representativethis Agreement; (c) to receive funds, make payments of funds, give receipts for funds, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement in respect of any claims Net Asset Value Adjustment, and execute and deliver written instructions to the making Escrow Agent on behalf of payments with respect hereto, shall be binding upon all Sellers; (d) to receive funds pursuant to the release from the Escrow Fund or otherwise for the payment of the expenses of Sellers, and no apply such funds in payment for such expenses; (e) to withhold amounts otherwise due to any Seller to compensate Sellers Representative or any other Seller for, and to the extent of, the breach by any such Seller of this Agreement, and for the payment of any claim for indemnification contemplated by this Agreement; (f) to condition the disbursement of any funds to any Seller pursuant to this Agreement or the Escrow Agreement upon receipt of an undertaking from such Seller to provide such Seller’s proportionate amount of any claim for indemnification contemplated by this Agreement; and (g) to do or refrain from doing any further act or deed on behalf of Sellers that Sellers Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Sellers could do if personally present. Each such Seller agrees to be fully bound by the acts, decisions, consents, instructions and agreements of Sellers Representative taken and done pursuant to the authority herein granted, and each Seller hereby confirms that (i) Sellers Representative shall do or cause to be done by virtue of his appointment as Sellers Representative of Sellers all such things and (ii) ABX, Acquisition and the Escrow Agent may rely on such acts, decisions, consents, instructions and agreements of Sellers Representative. Each Seller hereby agrees to indemnify and to save and hold harmless Sellers Representative from any Losses incurred by Sellers Representative based upon or arising out of any act, whether of omission or commission, of Sellers Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of Sellers Representative that constitute gross negligence or willful misconduct in the exercise by Sellers Representative of the authority herein granted. Sellers Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Sellers Representative, as hereinafter provided; provided, that in the event such proposed successor is not an Affiliate of an Significant Shareholder, such appointment shall not be effective without the written consent of ABX, which consent shall not be unreasonably withheld. In case of such resignation, or in the event of the death or inability to act of the then-acting Sellers Representative, a successor shall be named from among Sellers by Sellers holding a majority of the Cargo Common Shares immediately prior to Closing; provided, that in the event such proposed successor is not an Affiliate of an Significant Shareholder, such successor shall be subject to the approval of ABX, which approval shall not be unreasonably withheld. Each such successor Sellers Representative shall have all the right power, authority, rights and privileges hereby conferred upon the original Sellers Representative, and the term “Sellers Representative” as used herein shall be deemed to object, dissent, protest or otherwise contest the sameinclude such successor Sellers Representative. The Sellers' appointment of Sellers Representative shall incur no liability be deemed coupled with an interest and shall be irrevocable, and ABX and any other Person (including, without limitation, the Escrow Agent) may conclusively and absolutely rely, without inquiry, upon any action of Sellers Representative in all matters referred to herein. All notices required to be made or delivered by ABX to Sellers shall be made to Sellers Representative for the benefit of Sellers and shall discharge in full all notice requirements of ABX to Sellers with respect to any action taken thereto. ABX may conclusively rely upon, without independent verification or suffered investigation, all decisions made by Sellers Representative in connection with this Agreement as being the decisions of Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Sellers Representative may, in all questions arising hereby accepts appointment as the “Sellers Representative” under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' Representative.

Appointment of Sellers’ Representative. (a) By delivery The Sellers hereby irrevocably constitute and appoint the Founders as the Sellers’ agent and attorney-in-fact to act on their behalf in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions, and further agree that the actions of a duly executed Letter either Founder may serve as an action speaking for both Founders. Without limiting the generality of Transmittalthe foregoing, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with Founders shall have full power and authority, on behalf of substitution)each Seller and their successors and assigns, to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to to: (i) negotiate, defendexecute and deliver and receive deliveries of all agreements, settle and compromise indemnification claimscertificates, to sign receiptsstatements, consents notices, instructions, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to effect any be given in connection with the consummation of the Transactions Agreement, other Transaction Documents and the Contemplated Transactions; (ii) give and receive notices and communications and receive service of process in connection with any claims under this Agreement, the Escrow Agreement or other Transaction Documents; (iii) agree to, negotiate and enter into settlements and compromises of, assume the defense of claims, and to take all actions necessary or appropriate in his or her judgment for the accomplishment of the foregoing; (iv) take all actions necessary or appropriate in his or her judgment on behalf of the Sellers in connection with this Agreement and the other Transaction Documents, including the issuance, execution and delivery of all notices and instructions to the Escrow Agent on behalf of the Sellers as contemplated therein; (v) accept, negotiate, dispute, make any determinations or settle any matters in connection with the foregoing. All decisions and actions by determination of the Sellers' RepresentativePurchase Price, including any agreement between adjustments to the Sellers' Representative and the Purchaser Purchase Price or matters relating to indemnification obligations of the Sellers under Article VIEarn Out Payments; and (vi) deduct, including hold back and/or redirect any funds, including, without limitation, the defense Escrow Amount or settlement of any claims and the making of payments with respect heretoother Transaction Documents, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability which is payable to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect pursuant to the indemnification obligations terms of this Agreement or any of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect theretoother Transaction Documents. The Sellers' Representative may, in all questions arising authority conferred under this Agreement rely on the advice of counselwill be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by any Seller, or by operation of Law or otherwise. Each Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for anything done, omitted which one or suffered in good faith by both of the Sellers' Representative shall not be liable Founders sign on behalf of such Seller for which the Founders have authority pursuant to the Sellers. Sellers' 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 Sellers' Representative.

Appointment of Sellers’ Representative. (ai) By delivery of a duly executed Letter of TransmittalSellers hereby appoint Xxxxx X. Xxxxx as their representative, each of the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its to be their true and lawful attorney-in-factfact for all matters in connection with this Agreement, the Escrow Agreement and the promissory note described in Section 2(b)(ii) (the "Subject Documents"), including without limitation the acceptance of any claim by Buyer, and the compromise of any disputes between Buyer and Sellers relating to act as its representative ("any Subject Document. The power of attorney granted to the Sellers' Representative") under this Agreement and, as such, to act, as such representative appointed hereunder is coupled with an interest and will continue in full force and effect notwithstanding the subsequent death or incapacity of a Seller's agent (with full power . The representative appointed hereunder will act on behalf of substitution), to take such action on such Seller's behalf Sellers with respect to all matters relating requiring action by Sellers under the Subject Documents. Xx. Xxxxx hereby accepts such appointment. In the event of the incapacity of Xx. Xxxxx, a successor representative for Sellers will be appointed by the holders or former holders of a majority of the Company Shares. (ii) The Sellers' representative appointed hereunder shall take all actions required to this Agreement be taken by Sellers under the Subject Documents and may take any action contemplated by the TransactionsSubject Documents. (iii) In the event that Buyer gives notice to the Sellers' representative appointed hereunder of a claim for which indemnification may be sought, the Sellers' representative shall have the authority to determine, in his or her sole judgment, whether to retain counsel (and to select that counsel) to protect Sellers' interests, whether to assume the defense of or otherwise to control the handling of the claim, whether to consent to indemnification and to make all other decisions required to be made by Sellers pursuant to the Subject Documents, including without limitation, limitation whether to negotiate, defend, settle and consent or withhold his or her consent to any settlement or compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. a claim. (iv) The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative representative appointed hereunder shall not be liable to any Seller for any act or omission taken pursuant to or in conjunction with the SellersSubject Documents, except for his or her own gross negligence or willful misconduct. Sellers' Representative Sellers shall not have any duties or responsibilities except those expressly set forth in this Agreement, indemnify and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against hold the Sellers' Representativerepresentative, and each successor thereof, harmless from any and all liability and expenses (including, without limitation, counsel fees) which may arise out of any action taken or omitted by him or her as Sellers' representative in accordance with the Subject Documents, as the same may be amended, modified or supplemented, except such liability and expense as may result from the gross negligence or willful misconduct of the Sellers' representative. (v) The Sellers' representative appointed hereunder agrees that within a reasonable time after receipt of notice of a claim, he or she shall give each Seller notice of same and shall from time to time keep Sellers apprised as to developments with respect to such claim. Such notices shall be sent to Sellers at his or her addresses as may be communicated to the Sellers' representative in writing by Sellers. (vi) Any action taken by the Sellers' representative appointed hereunder may be considered by Buyer to be the action of Sellers for whom such action was taken for all purposes of the Subject Documents. ***** EXECUTION COPY

Appointment of Sellers’ Representative. (a) By delivery approval and adoption of a duly executed Letter of Transmittalthis Agreement, each of the Sellers hereby irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability companyconstitute and appoint Xxxxxxx X. Xxxxxx, as its the true and lawful agent and attorney-in-factfact (“Sellers’ Representative”) of the Sellers, with full powers of substitution to act as its representative ("Sellers' Representative") under this Agreement andin the name, as such, to act, as such Seller's agent (with full power place and stead of substitution), to take such action on such Seller's behalf the Sellers with respect to all matters relating to the performance on behalf of the Sellers under the terms and provisions of this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents and agreements contemplated hereunder, as the same may be from time to effect any time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of the Transactions and to take all actions Sellers as Sellers’ Representative deems necessary or appropriate in connection with any of the foregoing. All decisions transactions contemplated under this Agreement and actions the other documents and agreements contemplated hereunder, including: (a) following the Closing, to receive all payments made by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including and to agree upon or compromise any matter related to the defense or settlement calculation of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right adjustments under this Agreement; (b) to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to act for the Sellers with respect to any action taken or suffered by all indemnification matters referred to in this Agreement, including the right to negotiate and compromise on behalf of the Sellers in reliance upon any notice, direction, instruction, consent, statement indemnification claim made by or against the Sellers (other documents believed by than under Section 9.1(b)); (c) to act for the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction Sellers with respect to all post-Closing matters pursuant to Article 9; (d) to terminate, amend, or waive any provision of this Agreement or any other and the indemnification other documents and agreements contemplated hereunder; provided that any such action, if material to the rights and obligations of the Sellers under Article VIin the reasonable judgment of Sellers’ Representative, including will be taken in the defense or settlement of any claims and the making of payments same manner with respect thereto. The Sellers' Representative may, in to all questions arising under this Agreement rely on the Sellers unless otherwise agreed by each of the Sellers who is subject to any disparate treatment of a potentially adverse nature; (e) to employ and obtain the advice of legal counsel, accountants and for anything doneother professional advisors as Sellers’ Representative, omitted in his sole discretion, deems necessary or suffered advisable in good faith the performance of his duties as Sellers’ Representative and to rely on their advice and counsel; (f) to retain a portion of the Closing Cash Payment in an amount as determined by the Sellers' ’ Representative shall not be liable for the post-Closing Purchase Price adjustments and for the payment of other expenses incurred in his capacity as Sellers’ Representative; (g) to incur and pay out of the Sellers’ Representative Fund amounts due to Purchaser pursuant to Section 2.3 of the Agreement, expenses, including fees of brokers, attorneys and accountants incurred by Sellers’ Representative pursuant to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreementtransactions contemplated hereby, and no implied covenantsany other amounts, functionsfees and expenses allocable or in any way relating to such transactions or any indemnification claim, responsibilities, duties, obligations whether incurred prior or liabilities shall be read into subsequent to the Closing; and (h) to do or refrain from doing any further act or deed on behalf of the Sellers which Sellers’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or shall otherwise exist against as fully and completely as any of the Sellers' RepresentativeSellers could do if personally present and acting.

Appointment of Sellers’ Representative. (a) By Each Seller hereby appoints to act jointly as the Sellers’ Representatives and jointly as their lawful agent, proxy and attorney-in-fact for all purposes under or in connection with this Agreement, the Ancillary Agreements and the transactions contemplated herein and therein (including full power and authority to act on behalf of the Sellers). Without limiting the generality of the foregoing, the Sellers’ Representatives are authorized to: (i) exercise any rights of such Seller with respect to the Purchased Shares and in connection with this Agreement, Ancillary Agreements and the transactions contemplated herein and therein; (ii) receive, execute, hold and deliver all documents, instruments, certificates, statements and agreements on behalf of and in the name of such Seller necessary to effectuate the Agreement, Ancillary Agreements and consummate the transactions contemplated herein and therein; (iii) acknowledge receipt of all payments, documents or other items to be delivered to any Seller, take all other actions to be taken by or on behalf of any Seller and exercise any and all rights which any Seller is permitted or required to do or exercise under or in connection with this Agreement; (iv) take all actions on behalf of the Sellers in connection with finalization and settlement of the Closing Statements in accordance with Section 2.4(d); (v) take all actions on behalf of the Sellers in connection with any claims made under Article 8 to pursue, defend or settle such claims, and to make payments in respect of such claims; (vi) execute and deliver any amendment to this Agreement so long as such amendment will apply equally to each of the Sellers; and (vii) execute all such further and other documents, transfers or other assurances as may be necessary or desirable in the sole judgment of the Sellers’ Representatives to effectively convey the Purchased Shares to the Purchaser and to carry out fully the Agreement. (b) All actions, decisions, consents, or communications required or permitted to be made by the Sellers’ Representatives under this Agreement must be made jointly by both ; provided, the Purchaser shall be entitled to rely on any notice, demand, communication, declaration, receipt, waiver, consent or other document purporting to be delivered by either of the Sellers’ Representatives on behalf of any Seller and the Purchaser shall not have any obligation to enquire as to the veracity, accuracy or adequacy thereof or whether the action, decision, consent or communication was made jointly, and the Purchaser shall be entitled to disregard any notice, demand or claim to the contrary not sent by either of the Sellers’ Representatives. Further, any delivery or communication to the Sellers’ Representatives hereunder by Purchaser shall be valid if made to either (c) Each of a duly executed Letter the parties acknowledges and agrees that the Sellers’ Representatives are serving in that capacity solely for purposes of Transmittaladministrative convenience, and is not personally liable in such capacity for any of the obligations of any Seller hereunder, and the Purchaser agrees that it will not look to the personal assets of the Sellers’ Representatives, acting in such capacity, for the satisfaction of any obligations to be performed by any Seller hereunder. (d) Each of the Sellers acknowledges and agrees that each Sellers’ Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of any Seller under this Agreement, or any other documents or agreement referred to herein, and each of the Sellers agrees that it will not look to the personal assets of such Sellers’ Representatives, acting in such capacity, for the satisfaction of any obligations to be performed by any Seller hereunder or thereunder. Moreover, each of the Sellers irrevocably appoints Fremont Investors IIacknowledges and agrees that it shall, L.L.C., a Delaware limited liability company, as its true severally (and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitutionnot solidarily), to take such action on such Seller's behalf with respect to all matters relating itself only and in respect of its Pro Rata Portion, indemnify each Sellers’ Representative and save him or her harmless in respect of any Loss incurred by him or her as a result solely of acting as a Sellers’ Representative under this Agreement, or any other agreement or instrument delivered pursuant to this Agreement and the Transactionsor contemplated hereby, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary provided that he or appropriate in connection she has complied with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations terms of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered acted in good faith in connection herewith. (e) The Sellers may, by unanimous written consent, appoint a new Sellers’ Representative or remove either or both Sellers’ Representatives subject to the Sellers' Representative prior written consent of the Purchaser, which consent shall not be liable to the Sellers. Sellers' Representative shall not have any duties unreasonably withheld, conditioned 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 Sellers' Representativedelayed.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers Each Seller hereby irrevocably constitutes and appoints Fremont Investors II, L.L.C., a Delaware limited liability company, Cxxxx Xxxxx as its true and lawful such Seller’s attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's fact and agent (in connection with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to the transactions contemplated by this Agreement and the TransactionsEscrow Agreement (the “Sellers’ Representative”). This power is irrevocable and coupled with an interest, including without limitationand shall not be affected by the death, incapacity, illness or other inability to act of any Seller. (b) Each Seller hereby irrevocably grants the Sellers’ Representative, full power and authority on behalf of such Seller: (i) to execute and deliver, and to accept delivery of, such documents as may be deemed by the Sellers’ Representative, in his sole discretion, to negotiatebe appropriate to consummate the transactions contemplated by this Agreement and the Escrow Agreement. (ii) to accept, defendat the Closing, settle the purchase price for each Share sold by such Seller at the Closing, as payment in full for such Shares, and to certify as to the accuracy of the representations and warranties of the Company and of such Seller under, or pursuant to the terms of, this Agreement. (iii) to (A) dispute or refrain from disputing any claim made by Buyer under this Agreement; (B) negotiate and compromise indemnification claimsany dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement and the Escrow Agreement and (C) execute any settlement agreement, release or other document with respect to such dispute or remedy; (iv) to waive any closing condition contained in Article X of this Agreement and to give or agree to any and all consents, waivers, amendments or modifications deemed by the Sellers’ Representative, in his sole discretion, to sign receiptsbe necessary or appropriate under this Agreement or the Escrow Agreement, consents and, in each case, to execute and other deliver any documents to effect any of the Transactions and to take all actions that may be necessary or appropriate in connection with therewith; (v) to enforce any claim against the foregoing. All decisions Buyer arising under this Agreement or the Escrow Agreement. (vi) to engage attorneys, accountants and actions agents at the expense of Sellers; and (vii) to give such instructions and to take such action or refrain from taking such action as the Sellers’ Representative deems, in his sole discretion, necessary or appropriate to carry out the provisions of, and to consummate the transactions contemplated by, this Agreement or the Escrow Agreement. (c) Each Seller hereby agrees that: (i) the Company and the Buyer shall be entitled to rely on any and all action taken by the Sellers' ’ Representative under this Agreement and the Escrow Agreement notwithstanding any dispute or disagreement among the Sellers or the Sellers’ Representative notwithstanding any knowledge on the part of the Company or the Buyer of any such dispute or disagreement; (ii) notice to the Sellers’ Representative, including any agreement between delivered in the manner provided herein, shall be deemed to be notice to such Seller for the purposes of this Agreement and the Escrow Agreement; (iii) the authority of the Sellers' Representative ’ Representative, as described in this Agreement, shall be effective until the rights and the Purchaser relating to indemnification obligations of the Sellers Sellers’ Representative under Article VI, including this Agreement and the defense or settlement Escrow Agreement shall terminate by virtue of the termination of any claims and all rights and obligations of such Seller to the Buyer under this Agreement and the making of payments with respect hereto, shall be binding upon all of Escrow Agreement; (iv) if the Sellers’ Representative resigns or is removed or otherwise ceases to function in his capacity as such for any reason whatsoever, and no Seller successor acceptable to the Buyer is appointed by a majority-in-interest of the Sellers within thirty 30 days, then the Buyer shall have the right to objectappoint an alternate representative to serve as described in this Agreement (who shall be a Seller) and, dissentunder such circumstances, protest or otherwise contest the same. The Sellers' Buyer and the Company shall be entitled to rely on any and all actions taken by such alternate representative; (v) the Seller’s Representative shall incur no liability not be liable to the Sellers any Seller for Damages with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed omission by the Sellers' ’ Representative pursuant to be genuinely and duly authorizedthis Article XIII, nor for any other action or inaction with respect except to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith extent such Damages are caused by the Sellers' Representative ’ Representative’s gross negligence or willful misconduct. (d) Each Seller agrees that, notwithstanding the foregoing, at the request of Buyer, he shall not be liable take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement or the Escrow Agreement (including, without limitation, delivery of his Shares and acceptance of the purchase price therefore) individually on his own behalf. Each Seller has delivered to the Sellers. Sellers' ’ Representative shall not have any duties or responsibilities except those expressly set forth in certificates for the Shares to be sold by such Seller pursuant to this Agreement, and no implied covenantsduly endorsed or accompanied by stock powers duly endorsed in blank, functions, responsibilities, duties, obligations or liabilities shall to be read into this Agreement or shall otherwise exist against held by the Sellers' Representative’ Representative and delivered by the Sellers’ Representative to Buyer at the Closing if the Closing shall occur and the Sellers’ Representative acknowledges receipt thereof.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalEach Seller hereby irrevocably constitutes and appoints, each of J.C.P. Holding, L.P. (the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company“Sellers’ Representative”), as its true and lawful such Seller’s attorney-in-factfact and agent in connection with the transactions contemplated by this Agreement. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness or other inability to act of any Seller. (b) Each Seller hereby irrevocably grants Sellers’ Representative full power and authority on behalf of such Seller: (i) to execute and deliver, and to accept delivery of, such documents as may be deemed by Sellers’ Representative, in its sole discretion, to act be appropriate to consummate the transactions contemplated by this Agreement; (ii) to execute documents of assignment transferring the Partnership Interests to be sold by such Seller at the Closing; (iii) to accept, at the Closing, the purchase price for each Partnership Interest sold by such Seller at the Closing, as its representative payment in full for such Partnership Interest, and to certify as to the accuracy of the representations and warranties of the Company and of such Seller under, or pursuant to the terms of, this Agreement; ("Sellers' Representative"iv) to (A) dispute or refrain from disputing any claim made by Buyer under this Agreement; (B) negotiate and compromise any dispute that may arise under, and to exercise or refrain from exercising any remedies available under, this Agreement andand (C) execute any settlement agreement, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf release or other document with respect to all matters relating such dispute or remedy; (v) to waive any closing condition contained in Article VII of this Agreement and the Transactionsto give or agree to any and all consents, including without limitationwaivers, amendments or modifications deemed by Sellers’ Representative, in its sole discretion, to negotiatebe necessary or appropriate under this Agreement, defendand, settle and compromise indemnification claimsin each case, to sign receipts, consents execute and other deliver any documents to effect any of the Transactions and to take all actions that may be necessary or appropriate in connection with therewith; (vi) to enforce any claim against Buyer arising under this Agreement; (vii) to engage attorneys, accountants and agents at the foregoing. All decisions expense of Sellers; and (viii) to give such instructions and actions to take such action or refrain from taking such action as Sellers’ Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of, and to consummate the transactions contemplated by, this Agreement. (c) Each Seller hereby agrees that: (i) the Company and Buyer shall be entitled to rely on any and all action taken by Sellers’ Representative under this Agreement notwithstanding any dispute or disagreement among Sellers without any liability to, or obligation to inquire of, any Seller or the Sellers' ’ Representative, including notwithstanding any agreement between knowledge on the Sellers' Representative and the Purchaser relating to indemnification obligations part of the Sellers under Article VI, including the defense Company or settlement Buyer of any claims and such dispute or disagreement; (ii) notice to Sellers’ Representative, delivered in the making of payments with respect heretomanner provided herein, shall be binding upon all deemed to be notice to such Seller for the purposes of this Agreement and the Transaction Documents; (iii) the authority of Sellers’ Representative, as described in this Agreement, shall be effective until the rights and obligations of Sellers’ Representative under this Agreement shall terminate by virtue of the termination of any and all rights and obligations of such Seller to Buyer under this Agreement; (iv) if the Sellers, and no Seller shall have the right to object, dissent, protest ’ Representative resigns or is removed or otherwise contest ceases to function in its capacity as such for any reason whatsoever, a successor reasonably acceptable to Buyer shall be appointed by a majority-in-interest of Sellers; and (v) the same. The Sellers' ’ Representative shall incur no liability not be liable to the Sellers any Seller for Damages with respect to any action taken or suffered any omission by the Sellers in reliance upon any noticeSellers’ Representative pursuant to this Article IX, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect except to the indemnification obligations extent such Damages are caused by Seller Representative’s gross negligence or willful misconduct. (d) Each Seller agrees that, notwithstanding the foregoing, at the request of Buyer, it shall take all actions necessary or appropriate to consummate the transactions contemplated by this Agreement (including, without limitation, delivery of such Seller’s Partnership Interests and acceptance of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely purchase price therefor) individually on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' Representativeits own behalf.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalThe Selling Parties hereby designate Xxxx X. Xxxxxxx, each or such other Person as shall be designated in writing by the Selling Parties (the “Sellers’ Representative”), to serve as the representative of the Sellers Selling Parties with respect to the matters expressly set forth in this Agreement or the Transaction Documents to be performed by the Sellers’ Representative. (b) Each Selling Party, by the execution of this Agreement, hereby irrevocably appoints Fremont Investors IIthe Sellers’ Representative as the agent, L.L.C., a Delaware limited liability company, as its true proxy and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as fact for such Seller's agent (with full power Selling Party for all purposes of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactionsdocuments associated herewith, including the full power and authority on such Selling Party’s behalf. (i) to determine the presence (or absence) and directing payment of proceeds of claims for indemnification against the Buyer pursuant to Article IX; (ii) to deliver all notices required to be delivered by such Selling Party under this Agreement, including a claim for which indemnification is sought under Article IX; (iii) to receive all notices required to be delivered to such Selling Party under this Agreement, including, without limitation, any notice of a claim for which indemnification is sought under Article IX; (iv) to negotiate, take any and all action on behalf of such Selling Party from time to time as the Sellers’ Representative may deem necessary or desirable to defend, pursue, resolve and/or settle disputes or claims under this Agreement, including, without limitation, claims for indemnification under Article IX; (v) to consent on behalf of such Selling Party with respect to matters under this Agreement or the Contemplated Transactions; (vi) to engage and compromise indemnification claimsemploy agents and representatives (including accountants, to sign receipts, consents legal counsel and other documents to effect any of the Transactions professionals) and to take all actions incur such other expenses as it deems necessary or appropriate prudent in connection with the administration of the foregoing; and (vii) to take any and all action on behalf of such Selling Party to assign to the Buyer all Assets and to evidence any such assignments, including, without limitation, execution and, if necessary, filing with the proper Governmental Authorities documents evidencing such assignments of the Assets. Each Selling Party agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Selling Party. All decisions and actions by the Sellers' Representative, including any agreement between ’ Representative (to the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, extent authorized by this Agreement) shall be binding upon all of the Sellerseach Selling Party, and no Seller Selling Party shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative . (c) Each Selling Party agrees that the Buyer shall incur no liability be entitled to the Sellers with respect to rely on any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative ’ Representative, on behalf of such Selling Party, pursuant to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counselSection 11.15(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Selling Party as fully as if such Selling Party had taken such Authorized Action. (d) Each Selling Party hereby severally, for anything doneitself, omitted himself or suffered herself only and not jointly and severally, agrees to indemnify and hold harmless the Sellers’ Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in good faith settlement actually and reasonably incurred by the Sellers' ’ Representative shall not be liable in connection with any Proceeding to which the Sellers’ Representative is made a party by reason of the fact it is or was acting as the Sellers’ Representative pursuant to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in terms of this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalEach Seller hereby irrevocably constitutes and appoints, each of Mr. Xxxx Xxxxxxxx (the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, as its true and lawful attorney-in-fact, to act as its representative ("Sellers' RepresentativeSELLER'S REPRESENTATIVE") under this Agreement and, as such, to act), as such Seller's agent attorneys-in-fact and agents in connection with the transactions contemplated by this Agreement. This power is irrevocable and coupled with an interest, and shall not be affected by the death, incapacity, illness or other inability to act of any Seller. (with b) Each Seller hereby irrevocably grants the Seller's Representative, subject to the approval of three of the four Major Engana Investors in the case of any action set forth below, full power and authority on behalf of substitution)such Seller: (i) to execute and deliver, and to accept delivery of, such documents as may be deemed by the Seller's Representative, in its sole discretion, to take be appropriate to consummate the transactions contemplated by this Agreement. (ii) to deliver certificates representing the Shares to be sold by such action on such Seller at the Closing. (iii) to accept, at the Closing, Optium Stock to be issued to that Seller's behalf . (iv) to (A) dispute or refrain from disputing any claim made by Optium under this Agreement; (B) negotiate and compromise any dispute that may arise under, 58 and to exercise or refrain from exercising any remedies available under, this Agreement and (C) execute any settlement agreement, release or other document with respect to all matters relating such dispute or remedy; (v) to waive any closing condition contained in Article IX of this Agreement and to give or agree to any and all consents, waivers, amendments or modifications deemed by the TransactionsSeller's Representative, including without limitationin its sole discretion, to negotiatebe necessary or appropriate under this Agreement, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions execute and deliver any documents that may be necessary or appropriate in connection with therewith; (vi) to enforce any claim against Optium arising under this Agreement; (vii) to engage attorneys, accountants and agents at the foregoing. All decisions expense of Sellers; and (viii) to give such instructions and actions to take such action or refrain from taking such action as the Seller's Representative deems, in its sole discretion, necessary or appropriate to carry out the provisions of, and to consummate the transactions contemplated by, this Agreement or the Escrow Agreement. (c) Each Seller hereby agrees that: (i) the Company and Optium shall be entitled to rely on any and all action taken by the Sellers' Seller's Representative, including under this Agreement notwithstanding any agreement between dispute or disagreement among Sellers or the Sellers' Seller's Representative without any liability to, or obligation to inquire of, any Seller or the Seller's Representative, notwithstanding any knowledge on the part of the Company or Optium of any such dispute or disagreement; (ii) the authority of the Seller's Representative, as described in this Agreement, shall be effective until the rights and the Purchaser relating to indemnification obligations of the Sellers Seller's Representative under Article VI, including this Agreement shall terminate by virtue of the defense or settlement termination of any claims and all rights and obligations of such Seller to Optium under this Agreement; (iii) if the making of payments with respect hereto, shall be binding upon all of the SellersSeller's Representative resigns or is removed or otherwise ceases to function in his capacity as such for any reason whatsoever, and no Seller successor acceptable to Optium is appointed by three of the four Major Engana Investors within thirty (30) days, then Optium shall have the right to objectappoint a member as the Seller's Representative to serve as described in this Agreement (who shall be a Seller) and, dissentunder such circumstances, protest or otherwise contest Optium and the same. The Sellers' Company shall be entitled to rely on any and all actions taken by such Seller's Representative; (iv) the Seller's Representative shall incur no liability not be liable to the Sellers any Seller for Losses with respect to any action taken or suffered any omission by the Sellers in reliance upon any noticeSeller's Representative pursuant to this Article XII, directionexcept to the extent such Losses are caused by such the Seller's Representative's gross negligence or willful misconduct. (d) Each Seller agrees that, instructionnotwithstanding the foregoing, consentat the request of Optium, statement he shall take all actions reasonably necessary or other documents believed appropriate to consummate the transactions contemplated by this Agreement (including, without limitation, delivery of his Shares and acceptance of the Sellers' consideration therefor) individually on his own behalf. Each Seller has delivered to the Seller's Representative certificates for the Shares to be genuinely and duly authorized, nor for any other action or inaction with respect sold by such Seller pursuant to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in this Agreement, duly endorsed or accompanied by stock powers duly endorsed in blank, to be held by the Seller's Representative and no implied covenants, functions, responsibilities, duties, obligations or liabilities delivered by the Seller's Representative to Optium at the Closing if the Closing shall be read into this Agreement or shall otherwise exist against occur and the Sellers' RepresentativeSeller's Representative acknowledges receipt thereof.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers Each Seller hereby irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, Sellers' Representative as its true and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, act as such Seller's agent (with full power of substitution)Sellers' agent, to take such action on such Seller's behalf with respect to all matters relating actions expressly permitted or required by be taken by Sellers pursuant to this Agreement and subject to the Transactions, including without limitation, to negotiate, defend, settle terms and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoingconditions set forth herein. All decisions and actions by the Sellers' Representative, including any agreement between the Representative hereby accepts its appointment as Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellersauthorization set forth above. Sellers' 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 Sellers' Representative. (b) Without limiting the generality of Section 6.14(a), each Seller hereby grants to Sellers' Representative, the right, power and authority to take all actions on behalf of the Sellers as expressly provided in this Agreement, including, but not limited to, (i) waiving (or deeming to be satisfied) any of the conditions contained in Article VII to the obligations of the Sellers under Stock Purchase Agreement this Agreement, (ii) accepting delivery of the Purchase Price at the Closing on behalf of the Sellers, (iii) acting on behalf of such Seller in connection with any dispute or proceeding related to this Agreement, and (iv) making all other decisions and taking all other actions on behalf of the Sellers as provided in this Agreement, each of which decisions and actions shall be binding upon the Sellers. (c) The Sellers' Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished in writing to it by any Seller or any Purchaser, and the Sellers' Representative shall be entitled to act on the advice of counsel selected by it. As against any other Seller, Sellers' Representative shall be fully justified in failing or refusing to take any action under this Agreement unless it shall have received such advice or concurrence of such Sellers as it deems appropriate or it shall have been expressly indemnified to its satisfaction by the Sellers appointing it, severally according to their respective Applicable Seller Percentages, against any and all liability and expense that the Sellers' Representative may incur by reason of taking or continuing to take any such action. (d) Sellers' Representative shall be entitled to retain counsel and to incur such expenses as Sellers' Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses (including reasonable attorneys' fees and expenses) incurred by the Sellers' Representative shall be borne (severally and not jointly) by the Sellers pro rata according to their respective Applicable Seller Percentages; provided, that the aggregate amount of fees and expenses of the Sellers' Representative, in its capacity as such, for which Sellers shall be liable for reimbursement shall not exceed $100,000. Sellers' Representative shall have the right to deduct any reimbursement amounts payable to Sellers' Representative pursuant to this Section 6.14 from the payment of the applicable portion of the Purchase Price payable to each Seller pursuant to Section 2.3(c). (e) Each Seller hereby agrees, severally and not jointly, to indemnify Sellers' Representative (in its capacity as such) against, and to hold Sellers' Representative (in its capacity as such) harmless from, any and all losses or liabilities of whatever kind which may at any time be imposed upon, incurred by or asserted against Sellers' Representative in such capacity in any way relating to or arising out of its action or failures to take action pursuant to this Agreement, the other Transaction Documents or in connection herewith or therewith in such capacity; provided, however, that (i) Sellers shall not be obligated to indemnify Sellers' Representative for any such actions or failures to act that constitute gross negligence or willful misconduct and (ii) and no Seller shall be obligated to reimburse Sellers' Representative pursuant to this Section 6.14 in an aggregate amount exceeding the Purchase Price multiplied by such Seller's Applicable Seller Percentage.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalThe Selling Parties hereby designate Xxxxxxx X. Xxxxxxx, each or such other Person as shall be designated in writing by the Selling Parties (the “Sellers’ Representative”), to serve as the representative of the Sellers Selling Parties with respect to the matters expressly set forth in this Agreement or the Transaction Documents to be performed by the Sellers’ Representative. (b) Each Selling Party, by the execution of this Agreement, hereby irrevocably appoints Fremont Investors IIthe Sellers’ Representative as the agent, L.L.C., a Delaware limited liability company, as its true proxy and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as fact for such Seller's agent (with full power Selling Party for all purposes of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactionsdocuments associated herewith, including the full power and authority on such Selling Party’s behalf. (i) to determine the presence (or absence) and directing payment of proceeds of claims for indemnification against the Buyer pursuant to Article IX; (ii) to deliver all notices required to be delivered by such Selling Party under this Agreement, including a claim for which indemnification is sought under Article IX; (iii) to receive all notices required to be delivered to such Selling Party under this Agreement, including, without limitation, any notice of a claim for which indemnification is sought under Article IX; (iv) to negotiate, take any and all action on behalf of such Selling Party from time to time as the Sellers’ Representative may deem necessary or desirable to defend, pursue, resolve and/or settle disputes or claims under this Agreement, including, without limitation, claims for indemnification under Article IX; (v) to consent on behalf of such Selling Party with respect to matters under this Agreement or the Contemplated Transactions; (vi) to engage and compromise indemnification claimsemploy agents and representatives (including accountants, to sign receipts, consents legal counsel and other documents to effect any of the Transactions professionals) and to take all actions incur such other expenses as it deems necessary or appropriate prudent in connection with the administration of the foregoing; and (vii) to take any and all action on behalf of such Selling Party to assign to the Buyer all Assets and to evidence any such assignments, including, without limitation, execution and, if necessary, filing with the proper Governmental Authorities documents evidencing such assignments of the Assets. Each Selling Party agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Selling Party. All decisions and actions by the Sellers' Representative, including any agreement between ’ Representative (to the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, extent authorized by this Agreement) shall be binding upon all of the Sellerseach Selling Party, and no Seller Selling Party shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative . (c) Each Selling Party agrees that the Buyer shall incur no liability be entitled to the Sellers with respect to rely on any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative ’ Representative, on behalf of such Selling Party, pursuant to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counselSection 11.15(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Selling Party as fully as if such Selling Party had taken such Authorized Action. (d) Each Selling Party hereby severally, for anything doneitself, omitted himself or suffered herself only and not jointly and severally, agrees to indemnify and hold harmless the Sellers’ Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in good faith settlement actually and reasonably incurred by the Sellers' ’ Representative shall not be liable in connection with any Proceeding to which the Sellers’ Representative is made a party by reason of the fact it is or was acting as the Sellers’ Representative pursuant to the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in terms of this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each Each of the Sellers hereby irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, the Person designated from time to time pursuant to Section 4.13(g) as its true and lawful attorney-in-fact, to act as his, her or its representative (the "Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle related documents and compromise indemnification claims, to sign receipts, consents all transactions contemplated by this Agreement and other documents to effect any of the Transactions and to take all actions necessary or appropriate in connection with the foregoingrelated documents. All decisions and actions by taken on the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith behalf by the Sellers' Representative shall not be liable binding and enforceable on and against the Sellers and each of their respective beneficiaries, heirs, personal representatives, successors and assigns and the Purchaser shall be entitled to rely, and shall be fully protected in relying, upon any actions taken, or statements made, by the Sellers' Representative as the representative and agent of all of the Sellers. (b) The Sellers' Representative designated herein accepts the appointment as the initial Sellers' Representative and the authorization set forth in this subsection. The Sellers' 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 the Agreement or shall otherwise exist against the Sellers' Representative. With respect to all other actions, the Sellers' Representative shall only take or authorize such actions approved orally or in writing by the Sellers holding a majority of the voting stock of the Parent Companies. (c) The Sellers' Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to them by any Seller or the Purchaser, or any other evidence deemed by the Sellers' Representative to be reliable, and the Sellers' Representative shall be entitled to act on the advice of counsel selected by them. The Sellers' Representative shall be fully justified in failing or refusing to take any action under this Agreement unless they have received such advice or concurrence of such other Sellers as they deem appropriate or they have been expressly indemnified to their satisfaction by the Sellers appointing them severally, according to their respective ownership percentages of the Shares, against any and all liability and expense that the Sellers' Representative may incur by reason of taking or continuing to take any such action. (d) The Sellers' Representative shall be entitled to retain counsel and to incur such expenses as the Sellers' Representative deems to be necessary or appropriate in connection with the performance of their obligations under this Agreement, and all such fees and expenses (including reasonable attorneys' fees and expenses) incurred by the Sellers' Representative shall be borne by the Sellers pro rata according to their respective ownership percentages of the Shares. (e) The Sellers hereby agree to indemnify the Sellers' Representative (in their capacity as such) ratably according to their respective ownership percentages of the Shares against, and to hold the Sellers' Representative (in their capacity as such) harmless from, any and all losses of whatever kind which may at any time be imposed upon, incurred by or asserted against the Sellers' Representative in such capacity in any way relating to or arising out of their action or failures to take action pursuant to this Agreement or in connection with this Agreement in such capacity, provided, however, that no Seller shall be liable for the payment of any portion of such losses resulting solely from the gross negligence or willful misconduct of the Sellers' Representative. The agreements in this Section 4.13(e) shall survive termination of this Agreement. (f) To the extent this Agreement provides that the Sellers shall be jointly and severally liable to personally pay any cost, expense or other liability, the Sellers shall share such payment ratably in accordance with their respective ownership percentages of the Shares, and shall reimburse each other as necessary to give effect to the intent of this provision. (g) Willxxx Xxxxxx Xxxxxxx xxx Alicx X. Xxxxxxx xxxll be the initial Sellers' Representative and shall serve as the Sellers' Representative until the earlier of his or her resignation, death, legal incapacity or removal (with or without cause) by Sellers holding a majority of the voting stock of the Parent Companies. Upon the resignation, death, legal incapacity or removal of either Willxxx Xxxxxx Xxxxxxx xx Alicx X. Xxxxxxx, xxen the survivor shall continue to serve as the sole Sellers' Representative. Upon the resignation, death, legal incapacity or removal of both Willxxx Xxxxxx Xxxxxxx xxx Alicx X. Xxxxxxx, xxen Lorrxxxx X. Xxxxxxx xxxll serve as the sole Sellers' Representative, who may resign, be removed or replaced in the same manner as the initial Sellers' Representative. Upon the resignation, death, legal incapacity or removal of Willxxx Xxxxxx Xxxxxxx, Xxicx X. Xxxxxxx xxx Lorrxxxx X. Xxxxxxx, xxen the Sellers holding a majority of the voting stock of the Parent Companies shall select a new Sellers' Representative who may resign, be removed or replaced in such a manner as the selecting Sellers agree. Each time a new Sellers' Representative is appointed pursuant to this Agreement, such Person shall accept such position in writing. (h) The selecting Sellers shall notify the Purchaser of each change of Sellers' Representative. Until the Purchaser receives the foregoing notice, it shall be entitled to assume that a prior Person acting as the Sellers' Representative is still the duly authorized Sellers' Representative.

Appointment of Sellers’ Representative. (a) 8.1 IRREVOCABLE APPOINTMENT OF SELLERS' REPRESENTATIVE. By the execution and delivery of a duly executed Letter of Transmittalthis Agreement, including counterparts hereof, each of Seller hereby irrevocably constitutes and appoints Reuven Avital and any successor to the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability companyforegoing person appointed puxxxxxx xx Xxxtion 8.3 hereof, as its the true and lawful agent and attorney-in-fact, fact (referred to act in this Agreement as its representative (the "SellersSELLERS' RepresentativeREPRESENTATIVE") under this Agreement and, as such, to act, as of such Seller's agent (Seller with full power of substitution)substitution and with full power and authority to act in the name, to take place and stead of such action on such Seller's behalf Seller with respect to all matters relating the terms and provisions of this Section 8.1, as the same may be from time to this Agreement and the Transactionstime amended, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and to take do or refrain from doing all actions such further acts and things, and to execute all such documents, as the Seller's Representative shall deem necessary or appropriate in connection with the foregoing. All decisions and actions by following powers granted under this Section 8.1: (a) to approve any action hereunder which requires the Sellers' Representativeconsent, including any agreement between approval or the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all waiver of the Sellers, and no Seller shall have the right to objectincluding, dissentwithout limitation, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken under Section 5.2, (b) to settle all claims, matters, disputes or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising disagreements under this Agreement rely on (provided that such settlement shall effect each Seller in a pro rata manner, determined in accordance with the advice number of counselBuyer Share distributable to such Seller); (c) to extend the Closing Date or change the location of the Closing; and, and for anything done, omitted or suffered in good faith by with the consent of a majority-in-interest of the Sellers' Representative shall not be liable , terminate this Agreement as provided in Article VII. A "majority-in-interest" means those Sellers entitled to receive a majority of the Sellers. Sellers' Representative shall not have any duties or responsibilities except those expressly set forth in Buyer Stock under this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers' Representative.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of the Sellers irrevocably Each Seller hereby constitutes and appoints Fremont Investors II, L.L.C., a Delaware limited liability company, Xxxxx X. Xxxxxxx as its true and lawful attorney-in-fact, to act as its agent and representative ("Sellers' the Seller’s Representative") under this Agreement and), as such, to act, as such Seller's agent (with full power of substitution and re-substitution), for each Seller and its/his name, place and xxxxx, in any and all capacities, to take such action on such Seller's behalf with respect to negotiate and sign all matters relating amendments to this Agreement and all other documents in connection with the Transactionstransactions contemplated by this Agreement, including without limitationlimitation those instruments called for by this Agreement and all waivers, to negotiateconsents, defendinstructions, settle and compromise indemnification claims, to sign receipts, consents authorizations and other documents to effect any of the Transactions and to take all actions called for, contemplated or that may otherwise be necessary or appropriate in connection with this Agreement or any of the foregoing. All decisions foregoing agreements or instruments, and actions by receive the Sellers' sales proceeds owed to Seller under this Agreement and disburse the same according to Seller’s interest set forth on Exhibit “B,” granting unto the Seller’s Representative full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such Seller might or could do, hereby ratifying and confirming all that the Seller’s Representative, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including any agreement between without limitation the Sellers' power and authority to receive and give receipt for all consideration due such Seller pursuant to this Agreement and to receive all notices, requests and demands that may be made under and pursuant to this Agreement. Should the Seller’s Representative be unable or unwilling to serve, Seller agrees that the Seller shall appoint a successor to serve in its stead. Buyer shall be entitled to rely and be protected in relying on the Purchaser relating to indemnification obligations authority, actions and decisions of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the SellersSeller’s Representative, and no Seller shall Buyer will have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers and shall be held harmless by Seller and his/its successors and assigns with respect to any action taken matter arising out of, either directly or suffered by indirectly, the Sellers in Buyer’s good faith reliance upon any noticesuch authority, direction, instruction, consent, statement actions or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations decisions of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' Seller’s Representative.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each In order to efficiently administer the rights and obligations of the Sellers irrevocably appoints Fremont Investors IICompany and the Members under this Agreement and otherwise with respect to the transactions contemplated hereby, L.L.C., a Delaware limited liability company, the Company and the Members hereby designate Xxxxx Xxxxxxxxx as its true their representative and lawful attorney-in-fact, fact (the “Seller’s Representative”) to act as its representative ("Sellers' Representative") for and on behalf of the Company and the Members under this Agreement and, as such, and to act, as such serve in accordance with the terms of this Agreement. (b) The Company and the Members hereby authorize the Seller's agent ’s Representative (with full power of substitution), i) to take such action on such Seller's behalf with respect to make all matters decisions relating to this Agreement and the Transactionsdetermination of Net Working Capital, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of the Transactions and (ii) to take all actions action necessary or appropriate in connection with the foregoing. All decisions and actions by waiver of any condition to the Sellers' Representative, including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VICompany and the Members to consummate the transactions contemplated hereby, including (iii) to authorize and negotiate the defense or settlement of any claims for which the Company or the Members may be required to indemnify Buyer and its Representatives under this Agreement, (iv) to give and receive all notices under the Agreement pertaining to the Company or the Members, (v) to take any and all other action as is contemplated to be taken by or on behalf of the Company or any Member in connection with or otherwise by the terms of this Agreement or the transactions contemplated hereby, and (vi) to execute amendments to this Agreement as the Sellers Representative deems appropriate on behalf of and in the name of the Company and the making Members. (c) If the Seller’s Representative dies, becomes unable to perform his responsibilities hereunder or resigns from such position, Xxxxxxx Xxxxxxxxxxxxx shall replace him. In the event Xxxxxxx Xxxxxxxxxxxxx dies, becomes unable to perform his responsibilities hereunder or resigns after being appointed to such position, the Company and the Members, or their successors, shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Seller’s Representative for all purposes of payments with respect heretothis Agreement. (d) All decisions and actions by the Sellers Representative, including, without limitation, any agreement between the Sellers Representative and Buyer, shall be binding upon all of the SellersCompany and the Members, and no Seller neither the Company nor Members shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative Buyer shall incur no liability be entitled to rely conclusively on the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely written instructions and duly authorized, nor for any other action or inaction with respect to the indemnification obligations written decisions of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' Seller’s Representative.

Appointment of Sellers’ Representative. (a) By execution and delivery of a duly executed Letter of Transmittalthis Agreement, each of the Sellers hereby irrevocably constitutes and appoints Fremont Investors II, L.L.C., a Delaware limited liability company, the Sellers’ Representative as its true and lawful agent and attorney-in-fact, which appointment is coupled with an interest, with full authority and power of substitution, to act in the name, place and stead of such Seller with respect to all powers and rights set out in this Section 6.12 or in other provisions of this Agreement, including to do, and to execute on its behalf, the following (except to the extent expressly provided to the contrary herein): (i) to determine the time and place of the Closing; (ii) to instruct the Purchaser with respect to the amount due to, and account information of, such Sellers; (iii) to transfer and assign the Purchased Interests as permitted or required by this Agreement and execute and deliver such instruments of transfer or other documentation deemed necessary or desirable by the Sellers’ Representative to give effect to any such transfer; (iv) with the prior written consent of the Banker Family Trust, to make amendments to this Agreement and the Ancillary Agreements, and amend or enter into any other documents the Sellers’ Representative determines are necessary or desirable to give effect to this Agreement and the transactions contemplated hereby; (v) to receive notices and any certificates and other agreements delivered hereunder from the Purchaser pursuant to this Agreement or any Ancillary Agreement; (vi) to deliver all notices and any certificates and other agreements required to be delivered hereunder to the Purchaser pursuant to this Agreement or any Ancillary Agreement; (vii) to seek indemnification from Purchaser under ARTICLE 9, including the right to prosecute, defend, settle, compromise or take any other action with respect to any claim related thereto; (viii) with the prior written consent of Banker Family Trust, to agree upon any tax allocations included here that require the agreement of the Sellers’ Representative on behalf of the Sellers; and (ix) to exercise any other rights and powers and perform any obligations the applicable Sellers may have under this Agreement or any Ancillary Agreement (other than the Trust Note). (b) The Sellers’ Representative, on behalf of the Sellers, is authorized to (i) take any and all actions (including, executing and delivering any certificates, notices, consents, or other documents contemplated by this Agreement, including the Ancillary Agreements (other than the Trust Note)), and make any and all determinations which may be required or permitted to be taken or made by the respective Sellers under this Agreement, (ii) with the prior written consent of the Banker Family Trust, approve any amendment, supplement, restatement or replacement, waiver to or of this Agreement or any applicable Ancillary Agreement (other than the Trust Note), (iii) exercise such other rights, power and authority as are authorized, delegated and granted to the respective Sellers under this Agreement (including the waiver of any condition as set out herein), (iv) dispute or refrain from disputing any claim made by the Purchaser under this Agreement, (v) enforce any rights of the Sellers, including as Indemnifying Party or Indemnified Party, (vi) negotiate and compromise any dispute under this Agreement on behalf of the Sellers, (vii) execute any settlement agreement, release or other document with respect to such dispute or remedy on behalf of the Sellers, (viii) execute, deliver and file all such further documents and instruments relating to this Agreement on behalf of the Sellers, and do all acts and things as may be necessary or desirable in connection therewith, (ix) receive and make payments, receive and send notices, and give releases and discharges, and (x) exercise such rights, power and authority as are incidental to the foregoing. (c) Each Seller shall act through the Sellers’ Representative, with respect to the matters for which the Sellers are to act as its representative ("Sellers' Representative") under set out in this Agreement andand none of the Sellers shall have the right to act independently with respect to any such matter or to institute any claim, as suchnow existing or hereafter arising, against the Purchaser with respect to actthis Agreement, as any such Seller's agent (with full power right being irrevocably and exclusively vested in the Sellers’ Representative. Notwithstanding any disagreement or dispute among the Sellers or between any of substitution)the Sellers and the Sellers’ Representative, the Purchaser shall be entitled to take such rely on any and all action on such Seller's behalf taken by the Sellers’ Representative without any liability to, or obligation to inquire of, any of the Sellers. In no event shall the Purchaser be held responsible or liable for the application or allocation of any monies paid to the Sellers’ Representative by the Purchaser, and the Purchaser shall be entitled to rely upon any notice provided to the Purchaser by the Sellers’ Representative, or action taken by the Sellers’ Representative acting within the scope of its authority. Notwithstanding the foregoing, the Banker Family Trust shall have sole authority, and may act independently, with respect to all matters relating to this Agreement the Trust Note. (d) The Sellers’ Representative will be protected in acting and relying reasonably upon any written notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other document furnished to the Transactions, including without limitation, to negotiate, defend, settle Sellers’ Representative and compromise indemnification claims, to sign receipts, consents and other documents to effect signed by any of the Transactions and to take all actions necessary or appropriate Sellers in connection with this Agreement, not only as to their due execution and the foregoingvalidity and effectiveness of their provisions, but also as to the truth and accuracy of any information therein contained, which the Sellers’ Representative in good faith believes to be genuine. All decisions The Sellers shall, each, as a group, jointly (but not jointly and actions severally) indemnify and hold harmless the Sellers’ Representative against all claims, losses, damages, reasonable costs, penalties, fines and reasonable expenses (including reasonable expenses of the Sellers’ Representative’s legal counsel) which, without fraud, willful misconduct or bad faith on the part of the Sellers’ Representative, may be paid, incurred or suffered by such Sellers’ Representative by reason or as a result of the performance by the Sellers' ’ Representative of its obligations set out in this Agreement. (e) In performing its duties hereunder the Sellers’ Representative will exercise that degree of care, skill and diligence that a prudent person would exercise in the conduct of its own affairs. (f) The Sellers’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller. The Sellers and the Sellers’ Representative, as applicable, agree that the Purchaser will have no liability with respect to any dispute or disagreement between any of the Sellers, or between any of the Sellers and the Sellers’ Representative, including with respect to any agreement between payments made or to be made or actions to be taken or avoided pursuant to this Agreement, and the Sellers and the Sellers' ’ Representative agree to indemnify the Purchaser against all costs and expenses incurred by the Purchaser as a result of any such dispute or disagreement. The Sellers and the Sellers’ Representative expressly acknowledge and agree that the Purchaser relating shall be entitled to indemnification make any and all payments due to the Sellers hereunder to the Sellers’ Representative (or his designee), on behalf of the Sellers, and all payments due to the Sellers made by the Purchaser in accordance with instructions provided by the Sellers’ Representative shall be deemed delivered to the Sellers upon delivery to the Sellers’ Representative (or his designee) for all purposes. (g) The power and authority of the Sellers’ Representative, as described in this Agreement, shall be effective until all rights and obligations of the Sellers under Article VIthis Agreement have terminated, including expired or been fully performed. The appointment of the defense power of attorney pursuant to Section 6.12(a) is coupled with an interest and is irrevocable and will not be terminated by any Seller or settlement by operation of Law, whether by death or incapacity of any claims Seller or the occurrence of any other event, and any action taken by the making Sellers’ Representative will be as valid as if such death, incapacity or other event had not occurred, regardless of payments with respect heretowhether or not any Seller or the Sellers’ Representative will have received any notice thereof. The power and authority granted to the Sellers’ Representative under this Section 6.12 shall not be amended or modified without the prior written consent of the Purchaser, which consent may be withheld in its discretion. (h) For greater certainty and without limitation, this Section 6.12 shall be binding upon all survive the Closing. (i) The Sellers represent and warrant to the Purchaser that, as of the Effective Date, Atlas Banker Holdings is appointed as the Sellers’ Representative and has the authority to exercise the powers and perform the duties of the Sellers, ’ Representative under this Agreement and no Seller any Ancillary Agreement (other than the Trust Note) and shall continue to have such authority until notice to the right contrary is provided to object, dissent, protest or otherwise contest the samePurchaser. The Sellers' ’ Representative shall serve in such capacity until such time as the Purchaser receives written notice of the Sellers’ Representative’s death, incompetence, resignation or removal by agreement of the Sellers representing a majority of the interests in the Cash Purchase Price (or a Seller’s respective executor, administrator or legal representative), in the case of such removal, subject to the consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed). Following the removal of the Sellers’ Representative for any reason, the Sellers (or a Seller’s respective executor, administrator or legal representative) shall promptly appoint a successor Sellers’ Representative, subject to the consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), by written consent of the Sellers representing a majority of the interests in the Cash Purchase Price and promptly notify the Purchaser thereof in writing. (j) Notwithstanding anything to the contrary contained herein, any reference in this Agreement to actions, decisions or communications by any of the Sellers shall mean and refer exclusively to the actions, decisions or communications of the Sellers’ Representative; provided that, this Section 6.12 shall in no way be deemed to limit or relieve any of the Sellers or their respective Affiliates from their indemnification or other covenants or obligations under this Agreement. All references in this Agreement to decisions and actions to be taken by the Purchaser and directed to the Sellers or any one of them shall be deemed directed to the Sellers or any one of them if such decisions or actions are directed by the Purchaser to the Sellers’ Representative. (k) The Expense Reserve Amount shall constitute the Sellers’ Representative’s expense reserve fund (the “Expense Reserve Fund”) and shall be held by the Sellers’ Representative in a segregated account controlled by the Sellers’ Representative. The Expense Reserve Fund shall be used by the Sellers’ Representative solely to pay any expenses the Sellers’ Representative may incur no from time to time in performing the Sellers’ Representative’s duties hereunder; provided, that the existence of the Expense Reserve Fund shall not modify or otherwise diminish the obligations of the Sellers to the Sellers’ Representative as set forth in this Section 6.12. Upon the release of any amounts from the Expense Reserve Fund, each Seller shall be entitled to receive an amount in cash equal to such Seller’s Pro Rata Portion of the aggregate amount so released. Any amounts remaining on deposit in the Expense Reserve Fund shall be released by the Sellers’ Representative to the Sellers promptly following the determination by the Sellers’ Representative, in its reasonable judgment, that the Sellers’ Representative will not incur any further expenses in connection with the performance of its duties hereunder. Each of the Sellers acknowledges that, other than the Purchaser’s obligation to fund the Expense Reserve Fund at the Closing pursuant to Section 2.5(b)(v), the Purchaser will not have or be subject to any liability or obligations to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' RepresentativeExpense Reserve Fund.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalSubject to Section 1.12(f), each of the Sellers hereby irrevocably appoints Fremont Investors IIand designates the Sellers’ Representative as his, L.L.C., a Delaware limited liability company, as her or its true and lawful attorney-in-attorney in fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power and authority, including power of substitution, to, in its sole and absolute discretion, which is granted to the Sellers’ Representative: (i) amend or waive any provision of this Agreement; (ii) effect all matters as part of, or related to, the Pre-Closing Reorganization; (iii) do all things and take all other action under or related to this Agreement or any Transaction Document which they may consider necessary or useful to effect the Pre-Closing Reorganization or consummate the Transactions; (iv) take all such action as may be necessary, appropriate, permitted or advisable to be taken by or on behalf of the Sellers under the terms of this Agreement or any Transaction Document in order to consent to, pay, contest, arbitrate, litigate or settle any Claim or alleged Claim related to this Agreement or any Transaction Document, and resolve any dispute with the Purchaser over any aspect of this Agreement or any Transaction Document; (v) execute and take any action under the Escrow Agreement; (vi) receive and deliver notices for and on behalf of the Sellers or any one of them; and (vii) on behalf of each and every one of the Sellers, enter into any agreement, instrument or other document to effectuate any of the foregoing items (i) to (vi), inclusively. (b) The execution and delivery of this Agreement by the Sellers shall constitute approval of the appointment of the Sellers’ Representative and all actions or inactions of the Sellers’ Representative pursuant to take this Agreement or any other Transaction Document. Any action taken by the Sellers’ Representative pursuant to this Section 1.12 shall have the effect of binding each of the Sellers, as if each such action Seller had personally entered into such agreements, taken such actions or refrained from taking such actions as are described in any of items (i) to (vii) hereinabove. Notwithstanding the foregoing, all actions taken or decisions made by the Sellers’ Representative on such Seller's behalf of the Sellers shall be taken or made in a manner that is rateable and equitable among all the Sellers. The Sellers’ Representative hereby accepts the present mandate. The Sellers’ Representative may not, and they hereby renounce any right that they may have to terminate this mandate with respect to any Seller or such Sellers’ successors or assigns without the consent of the Purchaser. Each Seller agrees to indemnify and to hold and save harmless the Sellers’ Representative from and against any and all matters relating Damages of any nature whatsoever (including reasonable legal fees) that the Sellers’ Representative may sustain or incur as a result of any action taken or omitted to be taken by the Sellers’ Representative in relation to the mandate set forth in this Section 1.12, save for any such Damages attributable to the intentional misconduct or gross negligence of such Sellers’ Representative. (c) Each Seller agrees that the Sellers’ Representative shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect or any of the Transactions other Transaction Documents, except for such actions taken or omitted to be taken resulting from the gross negligence of the Sellers’ Representative, and to take all actions necessary this limitation of liability will survive the resignation or appropriate removal of the Sellers’ Representative and the Closing and/or the termination of this Agreement or any of the other Transaction Documents. Furthermore, each Seller shall be liable (and shall indemnify the Sellers’ Representative), severally (for greater clarity, not jointly and severally), pro rata based upon such Seller’s Proportionate Share, for any expenses (including, reasonable attorneys’ fees and expenses) paid or incurred by the Sellers’ Representative in connection with the foregoing. All decisions and actions by performance of its obligations as the Sellers' ’ Representative, including in the defense of any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of claim brought against the Sellers under Article VI, including 10. If a dispute arises among the defense or settlement of any claims Sellers and the making Sellers’ Representative concerning the provisions of payments with respect heretothis Section 1.12, without the prior written consent of the Purchaser, only the provisions of this Section 1.12 shall be binding upon all of the disclosed as evidence in any proceeding. The Sellers, and no Seller ’ Representative shall have the right to objectdemand payment with respect to such expenses solely from each Seller severally (for greater clarity, dissentnot jointly and severally), protest or otherwise contest pro rata based upon each such Seller’s Proportionate Share. For greater certainty, the same. The Sellers' ’ Representative shall incur no liability solely be entitled to rely on the Sellers for any and all expenses or Damages incurred by it in connection with the performance of its obligations under this Agreement and any other Transaction Document, and the Transactions. (d) The Purchaser shall be entitled to give to the Sellers’ Representative any notice to be given to the Sellers or any of them hereunder, and to make to the Sellers’ Representative any delivery or payment to be made pursuant to this Agreement to any Seller, and all such notices, deliveries or payments shall be binding to the same extent as though made directly to the Seller or Sellers for whom they are intended. (e) The Purchaser shall be entitled to conclusively rely, without any independent verification or inquiry, on any action taken by the Sellers’ Representative (without any duty to notify or confirm with the Sellers), and each of the Sellers confirms that it, he, she or it shall have no claim or cause of action against the Purchaser by reason of any breach by the Sellers’ Representative of its obligations hereunder or with respect to any action taken of the Purchaser which results from its reliance on the actions or suffered statements of the Sellers’ Representative. (f) The Sellers may remove the Sellers’ Representative with or without cause upon the affirmative written consent of the Sellers representing, immediately prior to the date of this Agreement, at least 67% of the issued and outstanding shares in the capital of the Corporation and shall thereupon appoint a successor, which shall be acceptable to the Purchaser, acting reasonably, provided that notice thereof is given by the new Sellers’ Representative to each of the other parties hereto. (g) Upon the death, disability, incapacity or resignation of the Sellers’ Representative, the Sellers representing, immediately prior to the date of this Agreement, at least 67% of the issued and outstanding shares in reliance the capital of the Corporation shall jointly appoint a successor to fill the vacancy, which shall be acceptable to the Purchaser, acting reasonably. (h) The Sellers’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Sellers’ Representative may engage attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as the Sellers’ Representative may deem necessary or desirable and incur out-of-pocket expenses related to such assistance hereunder at the cost and expense of the Sellers. The Sellers’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any notice, direction, instruction, consent, statement or other documents believed action taken by the Sellers' ’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. No provision of this Agreement or any Transaction Document shall require the Sellers’ Representative to be genuinely and duly authorized, nor for expend or risk its own funds or otherwise incur any other action financial liability in the exercise or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement performance of any claims and the making of payments with respect thereto. The Sellers' Representative mayits powers, in all questions arising rights, duties or privileges under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' RepresentativeTransaction Document.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of Transmittal, each of Each Seller constitutes and appoints the Sellers irrevocably appoints Fremont Investors II, L.L.C., a Delaware limited liability company, Sellers' Representative as its his true and lawful attorney-in-fact, fact (i) to act as its representative ("Sellers' Representative") give and receive all notices and communications required or permitted under this Agreement andAgreement, as such(ii) to agree to, to actnegotiate, as such Seller's agent (with full power of substitution), to take such action on such Seller's behalf enter into settlements and compromises with respect to Article 1 (including the Earnout Amount), and (iii) in all matters relating to this Agreement or arising out Article 8 and the Transactionsliability or asserted liability of such Seller thereunder, including specifically, but without limitation, accepting and agreeing to negotiatethe liability of such Seller with respect to any indemnification claim made by Buyer and/or BPC, defendobjecting to any such indemnification claim, settle disputing the liability of such Seller, or the amount of such liability, with respect to any indemnification claim made by Buyer or BPC and prosecuting and resolving such dispute as provided in Article 8, accepting the defense, compromise indemnification claimsand settlement of any third party claim on behalf of such Seller or refusing to accept the same, to sign receiptssettling and compromising the liability of such Seller as provided in Article 8, consents and other documents to effect any of instituting and prosecuting such actions (including arbitration proceedings) as the Transactions and to Sellers' Representative shall deem appropriate. The Sellers' Representative may take all actions necessary or appropriate in connection with the foregoing. All decisions and actions by the Sellers' Representative, including any agreement between judgment of the Sellers' Representative and for the Purchaser relating to indemnification obligations accomplishment of any of the Sellers under Article VIforegoing, including retaining counsel, accountants, appraisers and other advisers, all for the defense or settlement account of any claims and the making of payments with respect heretoeach Seller, shall each Seller agreeing to be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered fully bound by the Sellers in reliance upon any noticeacts, direction, instruction, consent, statement or other documents believed by decisions and agreements of the Sellers' Representative to be genuinely taken and duly authorized, nor for any other action or inaction with respect done pursuant to the indemnification obligations of the Sellers under Article VI, including the defense authority herein granted. Notices and communications to or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by from the Sellers' Representative shall not be liable constitute notice to or from each of the Sellers. Sellers' 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 Sellers' Representative.

Appointment of Sellers’ Representative. (a) By delivery of a duly executed Letter of TransmittalThe Selling Parties hereby designate Xxxxxx X. Xxxxxxx, each or such other Person as shall be designated in writing by the Selling Parties (the “Seller’s Representative”), to serve as the representative of the Sellers Selling Parties with respect to the matters expressly set forth in this Agreement or the Transaction Documents to be performed by the Seller’s Representative. (b) Each Selling Party, by the execution of this Agreement, hereby irrevocably appoints Fremont Investors IIthe Seller’s Representative as the agent, L.L.C., a Delaware limited liability company, as its true proxy and lawful attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as fact for such Seller's agent (with full power Selling Party for all purposes of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactionsdocuments associated herewith, including the full power and authority on such Selling Party’s behalf. (i) to determine the presence (or absence) and directing payment of proceeds of claims for indemnification against the Buyer pursuant to Article IX; (ii) to deliver all notices required to be delivered by such Selling Party under this Agreement, including a claim for which indemnification is sought under Article IX; (iii) to receive all notices required to be delivered to such Selling Party under this Agreement, including, without limitation, any notice of a claim for which indemnification is sought under Article IX; (iv) to negotiate, take any and all action on behalf of such Selling Party from time to time as the Seller’s Representative may deem necessary or desirable to defend, pursue, resolve and/or settle disputes or claims under this Agreement, including, without limitation, claims for indemnification under Article IX; (v) to consent on behalf of such Selling Party with respect to matters under this Agreement or the Contemplated Transactions; (vi) to engage and compromise indemnification claimsemploy agents and representatives (including accountants, to sign receipts, consents legal counsel and other documents to effect any of the Transactions professionals) and to take all actions incur such other expenses as it deems necessary or appropriate prudent in connection with the administration of the foregoing; and (vii) to take any and all action on behalf of such Selling Party to assign to the Buyer all Assets and to evidence any such assignments, including, without limitation, execution and, if necessary, filing with the proper Governmental Authorities documents evidencing such assignments of the Assets. Each Selling Party agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Seller’s Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Selling Party. All decisions and actions by the Sellers' Representative, including any agreement between Seller’s Representative (to the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, extent authorized by this Agreement) shall be binding upon all of the Sellerseach Selling Party, and no Seller Selling Party shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative . (c) Each Selling Party agrees that the Buyer shall incur no liability be entitled to the Sellers with respect to rely on any action taken or suffered by the Sellers Seller’s Representative, on behalf of such Selling Party, pursuant to Section 11.15(b) above (an “Authorized Action”), and that each Authorized Action shall be binding on each Selling Party as fully as if such Selling Party had taken such Authorized Action. (d) Each Selling Party hereby severally, for itself, himself or herself only and not jointly and severally, agrees to indemnify and hold harmless the Seller’s Representative against all expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in reliance upon any notice, direction, instruction, consent, statement or other documents believed settlement actually and reasonably incurred by the Sellers' Seller’s Representative in connection with any Proceeding to be genuinely and duly authorized, nor for any other action which the Seller’s Representative is made a party by reason of the fact it is or inaction with respect was acting as the Seller’s Representative pursuant to the indemnification obligations terms of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' Representative.

Appointment of Sellers’ Representative. (a) By Each of the Sellers, by execution and delivery of a duly executed Letter of Transmittalthis Agreement, each hereby consents and agrees to the appointment, effective as of the date hereof, of Oakridge Consulting as the Sellers’ Representative for purposes of this Agreement and the Escrow Agreement. The Sellers’ Representative will act as agent for the Sellers irrevocably appoints Fremont Investors IIto receive or pay adjustments to the Net Purchase Price contemplated by Section 2.3, L.L.C.and will otherwise act from time to time on behalf of and in substitution for, a Delaware the Sellers under this Agreement generally or in any instance in which the Sellers are permitted or required to act under this Agreement. Unless the authority of the Sellers’ Representative shall be confined or specifically limited liability companyin this Agreement, the authority of the Sellers’ Representative shall be deemed unlimited. The designation of the Sellers’ Representative shall be deemed to constitute the appointment of the Sellers’ Representative as its the true and lawful agent and attorney-in-fact, to act as its representative ("Sellers' Representative") under this Agreement and, as such, to act, as such Seller's agent (with full power fact of substitution), to take such action on such Seller's behalf with respect to all matters relating to this Agreement and the Transactions, including without limitation, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any each of the Transactions and Sellers. The Sellers’ Representative shall be entitled to take all settle or approve any settlement for any claim for Losses which is to be paid from the Indemnity Holdback. The Buyer shall have no responsibility to the Sellers for the actions necessary or appropriate in connection with the foregoing. All decisions and actions by of the Sellers' Representative’ Representative in receiving, including holding, or disbursing any agreement between cash or other property as agent for the Sellers and shall be entitled to rely exclusively upon the apparent authority of the Sellers' ’ Representative and (or any substitute appointed in accordance herewith) until such authority or the Purchaser relating to indemnification obligations designation of such Sellers’ Representative is revoked by action of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all holding not less than two-thirds of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations Shares as of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Sellers' Representative shall not be liable to the Sellers. Sellers' 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 Sellers' RepresentativeClosing Date.