Common use of Appointment of Sellers’ Representative Clause in Contracts

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ Representative.

Appointment of Sellers’ Representative. (a) Each By delivery of a duly executed Letter of Transmittal, each of the Sellers by virtue of their approval of this Agreementirrevocably appoints Fremont Investors II, or in the case of WarrantholdersL.L.C., upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgementa Delaware limited liability company, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact for himfact, her or it and in histo act as its representative ("Sellers' Representative") under this Agreement and, her or its nameas such, placeto act, and stead as such Seller's agent (with full power of substitution), to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required take such action on such Seller's behalf with respect to be executed by such Seller pursuant all matters relating to this Agreement or any other Transaction Documentand the Transactions, including without limitation, to make negotiate, defend, settle and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement)compromise indemnification claims, to make all decisions relating sign receipts, consents and other documents to effect any of the determination of Adjusted Net Working Capital Transactions and to settle any indemnification claims made by Buyer take all actions necessary or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise appropriate in connection with the foregoing. All decisions and actions by the Sellers’ ' Representative’s performance hereunder , 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 and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ ' Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from 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) Each of By the Sellers by virtue of their approval execution and delivery of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, each Seller hereby makes, irrevocably constitutes and appoints Xxxxx X. Xxxxxxxxxxx as the Sellers’ Representative, with full power of substitution and resubstitution, its initial true and lawful attorneyagent and attorneys-in-fact for him, her or it (the “Sellers’ Representative”) of the Sellers with full authority and power of substitution to act in his, her or its the name, placeplace and stead of such Sellers with respect to the consummation of the transactions contemplated hereunder. (b) Investor, and stead any other person, may conclusively and absolutely rely, without inquiry, upon any consent, approval or action of the Sellers’ Representative as the consent, approval or action, as the case may be, of each Seller individually and all Sellers as a group in all matters referred to sign, executeherein, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such each Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming confirms all that the Sellers’ Representative may shall do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that of his or her appointment as the Sellers’ Representative may Representative. (c) Each Seller covenants and agrees that he or she will not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase voluntarily revoke the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is conferred in this Section 12.04. If any Seller dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Seller being a special “Former Seller”) and, as a result, the power of attorney coupled with an interest and conferred by this Section 12.04 is irrevocablerevoked by operation of law, and it shall survive not be a breach by such Former Seller under this Agreement if the Closing and deathheirs, disabilitybeneficiaries, estate, administrator, executor, guardian, conservator or other legal incapacity, bankruptcy, insolvency, dissolution, or cessation representative of existence of such Former Seller (each a “Successor Seller”) confirms the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature appointment of the Sellers’ Representative acting as attorneyagent and attorneys-in-fact for such Successor Seller. (d) Each of the Sellers hereby consents and agrees to all actions or inactions taken or omitted to be taken in good faith by the Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing ’ Representative under this Agreement and delivering the Warrant Cancellation hereby agrees to indemnify and Payment Acknowledgement, as the case may be, hereby forever releases and discharges hold harmless the Sellers’ Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith Sellers (or any of them) or between any such person or persons and any acts third party or omissions which the Sellers’ Representative takes on behalf otherwise incurred or suffered as a result of the Sellers in accordance with the terms or arising out of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, such actions or other material actions taken pursuant to this Section 5.8inactions. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ Representative.

Appointment of Sellers’ Representative. Each Seller and each Blocker Seller agrees as follows: (a) Each The Sellers’ Representative is designated as the attorney-in-fact and agent for and on behalf of each Seller and each Blocker Seller and their respective heirs, successors and assigns with respect to (i) the post-Closing adjustments contemplated by Sections 2.3 (Working Capital; Closing Date RMR) and 2.4 (Payment; Escrow; Payment Procedures), (ii) claims for indemnification under this Article IX (Indemnification; Tax Matters), (iii) determining whether the conditions to Closing in Article VI (Conditions Precedent to Obligations of Buyer) have been satisfied and supervising the Closing, including waiving any conditions, as determined by the Sellers’ Representative in its sole discretion, (iv) the registration rights pursuant to Section 5.22 (Registration Rights), and (v) the taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by or on behalf of any Seller and any Blocker Seller under this Agreement and the Escrow Agreement, including the exercise of the Sellers power to: (A) authorize the release or delivery to Buyer of all or any portion of (x) the Escrow Funds in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by virtue Sections 2.3 (Working Capital; Closing Date RMR) and 2.4 (Payment; Escrow; Payment Procedures) and (y) the Fund Indemnity in satisfaction of their approval the obligations (if any) with respect to indemnification claims by Buyer pursuant to this Article IX (Indemnification; Tax Matters); (B) agree to, negotiate, enter into settlements and compromises of, and comply with Orders of courts with respect to, such indemnification claims; (C) litigate, resolve, settle or compromise any claim for indemnification made pursuant to this AgreementArticle IX (Indemnification; Tax Matters); (D) take any action that may be necessary or desirable, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints as determined by the Sellers’ Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article VIII (Termination); (E) accept notices on behalf of the Sellers and the Blocker Sellers in accordance with Section 10.1 (Notices); and (F) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall have no authority or power to act on behalf of the Sellers and the Blocker Sellers except as expressly provided in this Agreement. The Sellers and the Blocker Sellers shall be bound by all actions taken and documents executed by the Sellers’ Representative hereunder, including in connection with Sections 2.3 (Working Capital; Closing Date RMR) and 2.4 (Payment; Escrow; Payment Procedures) and this Article IX (Indemnification; Tax Matters), and Buyer shall be entitled to rely on any action or decision of the Sellers’ Representative. In performing the functions specified in this Agreement, the Sellers’ Representative may act upon any instrument or other writing believed by the Sellers’ Representative in good faith to be genuine and to be signed or presented by the proper Person. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority to interpret all the terms and provisions of substitution this Agreement and resubstitutionthe Escrow Agreement, its and to consent to any amendment hereof or thereof (solely to the extent such amendment (I) does not treat any Seller or Blocker Seller different than any other Seller or Blocker Seller, (II) is consistent with this Agreement, (III) does not increase (1) the pro rata indemnification obligations of any Seller or Blocker Seller, (2) the Cap, and (3) the limitations that PCP’s or BNY’s indemnification obligations hereunder shall not exceed the portion of the Purchase Price received by such Seller hereunder, and (IV) does not provide for any amendments or other modifications to the representations, warranties or covenants of the Sellers or Blocker Sellers in a manner that adversely affects any Seller or Blocker Seller), on behalf of all the Sellers and their respective heirs, successors and assigns. Upon the request of any Seller or any Blocker Seller, the Sellers’ Representative shall keep such Seller or such Blocker Seller reasonably informed as to the status of any actions being taken by the Sellers’ Representative under this Agreement or the Escrow Agreement. (b) Each Seller and each Blocker Seller hereby appoints and constitutes the Sellers’ Representative the true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by of such Seller pursuant and such Blocker Seller, with full power in their name and on their behalf to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant act according to the terms of this Agreement or and the Escrow Agreement and in general to do all things and to perform all acts including executing and delivering the Escrow Agreement any other Transaction Document (other than agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)Escrow Agreement; provided, hereby ratifying and confirming all that that, the foregoing shall not entitle the Sellers’ Representative may do to execute any non-solicitation, non-competition or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability similar restrictive covenant on behalf of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Blocker Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable such Blocker Seller. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Seller or any Blocker Seller, by operation of law, whether by such person’s death, disability, protective supervision or any other event. Without limiting the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Seller and each Blocker Seller shall be deemed to have waived and renounced its, his or her right to renounce this power of attorney unilaterally any time before the expiration of the longest survival period provided by Section 9.6 (Survival of Covenants, Representations and Warranties) (as the same may be exercised by extended until any applicable Claim has been fully and finally resolved). Subject to Section 9.7(d), Each Seller and each Blocker Seller shall be deemed to have waived any and all defenses that may be available to contest, negate or disaffirm the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature action of the Sellers’ Representative acting taken in good faith under this Agreement or the Escrow Agreement. Notwithstanding the power of attorney granted in this Section 9.7 (Appointment of Sellers’ Representative), no agreement, instrument, acknowledgement or other act or document shall be ineffective as attorney-in-fact for to any Seller or any Blocker Seller solely by reason of such Seller or such Blocker Seller (instead of the Sellers. Each Seller’ Representative) having signed or given the same directly. (c) At the Closing, or in Ascent will issue and deliver the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges Ascent Shares to the Sellers’ Representative (for the benefit of the Sellers and the Blocker Sellers). The Sellers’ Representative shall hold the Ascent Shares for the benefit of the Sellers and the Blocker Sellers. For the avoidance of doubt, the Sellers’ Representative shall hold such Ascent Shares merely for convenience and ease of administration, but the Sellers and the Blocker Sellers (pro rata based on the percentage of the Purchase Price paid to the Sellers and the Blocker Sellers at the Closing) shall be the owners of such Ascent Shares. Subject to the lock-up provisions set forth in Section 5.23 (Lock-Up), the Sellers’ Representative shall have the right, at any time and from time to time, to sell such number of Ascent Shares as it shall determine and the proceeds from each such sale shall be distributed to the Sellers and the Blocker Sellers on a pro rata basis (based on the percentage of the Purchase Price paid to the Sellers and the Blocker Sellers at the Closing). Each Seller and Blocker Seller further acknowledges and agrees that the Sellers’ Representative shall use its reasonable judgment with respect to the timing and manner of disposition of the Ascent Shares and the Sellers’ Representative does not guarantee any and all liability which may arise in connection outcome with respect thereto. (d) Except for fraud on its part, willful misconduct on its part or a breach of this Agreement or the Seller-Blocker Agreement by the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which , the Sellers’ Representative takes on behalf of shall have no Liability to any other Seller or any Blocker Seller under this Agreement, the Sellers in accordance with Seller-Blocker Seller Agreement or any other documents related to the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of Transactions for any amendments, waiver, action or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken omission by the Sellers’ Representative on behalf of the other Sellers pursuant to this Agreement or and/or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Blocker Sellers’ Representative.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, Seller irrevocably constitutes and appoints the Xxxx X. Xxxxxx as Sellers’ Representative, with full power of substitution ' Representative and resubstitution, its as such Seller's true and lawful attorney-in-fact and agent and authorizes Sellers' Representative acting for him, her or it such Seller and in his, her or its such Seller's name, placeplace and stead, in any and stead all capacities to sign, execute, do and deliver any Transaction Documents (other than the Warrant Cancellation perform every act and Payment Acknowledgement) thing required or permitted to be executed by such Seller pursuant to done in connection with this Agreement or any other Transaction Document, (including to make calculate and authorize amendments determine all amounts payable to, or waivers ofby, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgementsuch Seller), as fully to make all decisions relating intents and purposes as such Seller might or could do in person, including taking any and all action on behalf of such Seller from time to time as contemplated hereunder. Each Seller grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with this Agreement, the determination of Adjusted Net Working Capital transactions contemplated hereby, as fully to all intents and to settle any indemnification claims made by Buyer purposes as the undersigned might or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)could do in person, hereby ratifying and confirming all that the act Sellers’ ' Representative may lawfully do or cause to be done by virtue hereof hereof. Each Seller acknowledges and agrees that upon execution of this Agreement, upon any delivery by Sellers' Representative of any waiver, amendment, agreement, certificate or other document executed by Sellers' Representative, and such Seller shall be bound by such documents or action as fully as if such Seller had executed and delivered such documents. Sellers shall pay all fees, costs and expenses incurred by Sellers' Representative in performing Sellers' Representatives' duties hereunder. Each Seller acknowledges and agrees that except as otherwise provided herein, all payments owed to make Sellers pursuant to this Agreement or otherwise shall be paid by Buyer, the Company or their respective designees, as applicable, to Sellers' Representative for subsequent distribution to Sellers. Each Seller further acknowledges that any payment made to Sellers' Representative on behalf of any Seller shall be deemed to have been directly paid to such Seller and agrees that Buyer's and the Company's respective payment obligations hereunder shall be satisfied in full upon receipt by Sellers' Representative of such payment and Sellers and Sellers' Representative hereby waive any and all determinations claims against Buyer or the Company relating to any such payment. (b) Upon the death, disability or incapacity of the initial Sellers' Representative appointed pursuant to this Section 6.11 or any replacement Sellers' Representative, the holders of the majority of the outstanding Shares immediately prior to the Closing and elections Buyer shall mutually appoint a replacement Sellers' Representative hereunder within thirty (30) days of such death, disability or incapacity and thereundersuch Person shall thereafter be Sellers' Representative for all purposes until such Person's resignation, death, disability or incapacity. If the holders of the majority of the outstanding Shares immediately prior to the Closing and Buyer shall mutually agree that the removal of a Sellers' Representative is necessary at a given time, such holders of the majority of the outstanding Shares immediately prior to the Closing and Buyer shall mutually appoint a replacement Sellers' Representative. (c) Each Seller agrees that Buyer and the Company shall be entitled to rely without qualification, investigation or verification on any action taken, or the failure to take any action, by Sellers' Representative, on behalf of Sellers pursuant to this Section 6.11, and that each such action or inaction shall be binding on each Seller as fully as if such Seller had taken or failed to take such action. (d) Sellers' Representative shall be indemnified, held harmless and reimbursed by Sellers severally based on each Seller's Pro Rata Share, and not jointly, against all costs, expenses (including reasonable attorneys' fees), judgments, fines and amounts paid or incurred by Sellers' Representative in connection with any Action to which Sellers' Representative is made a party by reason of the fact that it is or was acting as Sellers' Representative pursuant to the terms of this Agreement; provided, however, that Sellers’ Representative may the foregoing indemnification shall not amend this Agreement or apply in the event of any other Transactions Document to (i) create any personal Action which finally adjudicates the liability of any Seller Sellers' Representative hereunder for its bad faith or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8willful misconduct. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ Representative.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby irrevocably makes, constitutes and appoints the Sellers’ Representative, with full power of substitution Xxxxxx X. Xxxxxxx as his exclusive agent and resubstitution, its true and lawful attorney-in-fact for himwith full power of substitution to do any and all things and execute any and all documents which may be necessary, her convenient or it and in his, her or its name, place, and stead appropriate to sign, execute, and deliver any Transaction Documents (other than facilitate the Warrant Cancellation and Payment Acknowledgement) required to be executed consummation of the transactions contemplated by such Seller pursuant to this Agreement or any other Transaction Documentand the Purchase Agreement, to make and authorize amendments including but not limited to, or waivers of, this Agreement or any other Transaction Documents : (other than the Warrant Cancellation and Payment Acknowledgement), to i) make all decisions relating to the determination of Adjusted Net the Actual Closing Date Working Capital Amount; (ii) make all decisions relating to the distribution of any amounts payable or distributable to Seller hereunder; (iii) execution and to settle any indemnification claims made by Buyer or delivery, on behalf of Seller, of the Escrow Agreement and any other Indemnitee pursuant to the terms of document required by this Agreement or the Purchase Agreement; (iv) receipt of payments hereunder and under the Escrow Agreement and the disbursement thereof to Seller and others; (v) receipt and forwarding of notices and communications pursuant to this Agreement, the Purchase Agreement and the Escrow Agreement; (vi) administration of this Agreement, the Purchase Agreement and the Escrow Agreement, including the resolution of any other Transaction Document dispute or claim; (other than vii) the Warrant Cancellation and Payment Acknowledgement) (including disputes resolution, settlement, or compromise of any claim for indemnification asserted against Seller pursuant to Section 2.123.1(a); (viii) asserting, hereby ratifying on behalf of Seller, claims for indemnification under Section 3.1(b) and confirming resolving, settling or compromising all such claims; and (ix) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of Seller or other Person under any circumstance. (b) Buyer and the Escrow Agent shall be fully protected in dealing with the Sellers’ Representative under this Agreement and may rely upon the authority of the Sellers’ Representative to act as agent of Seller. Any payment by Buyer to the Sellers’ Representative (for the benefit of Seller) under this Agreement shall be considered a payment by Buyer to Seller. The appointment of the Sellers’ Representative is coupled with an interest and shall be irrevocable by Seller in any manner and for any reason. This power of attorney shall not be affected by the disability or incapacity of the principal pursuant to any applicable law. (c) The Sellers’ Representative acknowledges that the Sellers’ Representative may do or cause to be done by virtue hereof has carefully read and to make all determinations understands this Agreement, hereby accepts such appointment and elections hereunder designation, and thereunder; provided, however, represents that he will act in his capacity as Sellers’ Representative may not amend in strict compliance with and conformance to the provisions of this Agreement Agreement. (d) Seller agrees that in the event Xx. Xxxxxxx or any other Transactions Document his successor refuses to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolutionserve, or cessation is no longer capable of existence of serving, as the applicable Seller. This power of attorney may Sellers’ Representative, another person shall be exercised by appointed to serve as the Sellers’ Representative by listing a vote of the Sellers executing such Transaction Document owners who held a majority of the outstanding ownership interests of the GMT Subsidiary prior to the Closing. Seller agrees that Xx. Xxxxxxx or his successor may be removed from serving as the Sellers’ Representative by a vote of the owners who held a majority of the outstanding ownership interests of the GMT Subsidiary prior to the Closing. (other than e) Under no circumstances shall the Warrant Cancellation and Payment Acknowledgement) with the single signature Sellers’ Representative have any liability, under any fiduciary theory or otherwise, to Seller for any act or omission to act of the Sellers’ Representative acting as attorney-in-fact for in such capacity, unless Seller is able to prove that the Sellers’ Representative was guilty of gross negligence or willful malfeasance. Each SellerSeller shall, or in severally but not jointly and on a pro rata basis with the case other owners of each Warrantholderthe GMT Subsidiary prior to the Closing, upon validly executing indemnify, save and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges hold harmless the Sellers’ Representative from and against any and all liability which may arise costs, losses, liabilities, obligations, Damages, law suits, deficiencies, claims, demands and expenses, including, without limitation, attorneys’ fees incurred in connection with the Sellers’ Representative’s performance hereunder in good faith and with, arising out of, resulting from, or incident to any acts act or omissions which omission to act of the Sellers’ Representative takes on behalf of in his capacity as such, except to the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken extent caused by the Sellers’ Representative on behalf willful misconduct, gross negligence or bad faith of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ Representative.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, Stockholder irrevocably constitutes and appoints the SellersStockholders’ Representative, with full power of substitution and resubstitution, its Representative as such Stockholders’ true and lawful attorney-in-fact and agent and authorizes Stockholders’ Representative acting for him, her or it such Stockholder and in his, her or its such Stockholder’s name, placeplace and stead, in any and stead all capacities to sign, execute, do and deliver any Transaction Documents (other than the Warrant Cancellation perform every act and Payment Acknowledgement) thing required or permitted to be executed done in connection with this Agreement, as fully to all intents and purposes as such Stockholder might or could do in person, including taking any and all action on behalf of such Stockholder from time to time as contemplated hereunder. Each Stockholder grants unto Stockholders’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Seller pursuant to this Agreement Stockholder might or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)could do in person, hereby ratifying and confirming all that the SellersStockholders’ Representative may lawfully do or cause to be done by virtue hereof hereof. Each Stockholder acknowledges and to make all determinations and elections hereunder and thereunder; providedagrees that upon execution of this Agreement, however, that Sellersupon any delivery by Stockholders’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder waiver, amendment, agreement, opinion, certificate or thereunderother document executed by Stockholders’ Representative, (ii) to increase such Stockholder shall be bound by such documents or action as fully as if such Stockholder had executed and delivered such documents. Upon the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, disability or cessation incapacity of existence of the applicable Seller. This power of attorney may be exercised by the SellersStockholders’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation appointed pursuant to Section 10.1, each Stockholder acknowledges and Payment Acknowledgement) with the single signature of the Sellersagrees that Stockholders’ Representative acting as attorney-in-fact for such Sellers. Each SellerRepresentative’s executor, guardian or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgementlegal representative, as the case may be, hereby forever releases shall appoint a replacement reasonably believed by such person as capable of carrying out the duties and discharges performing the Sellersobligations of Stockholders’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts within [***] of such death, disability or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorneyincapacity. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (b) Each Party Stockholder agrees that Purchaser shall be entitled to rely exclusively upon on any communication given or other action taken by the SellersStockholders’ Representative Representative, on behalf of Stockholders, pursuant to Section 10.1(a) (each, an “Authorized Action”), and that each Authorized Action shall be binding pro rata on each Stockholder as fully as if such Stockholder had taken such Authorized Action. Notwithstanding anything to the Sellers contrary in this Agreement or any other agreement, instrument or document related to the transactions contemplated in this Agreement, including agreements, instruments or documents entered into following the Closing (collectively, “Ancillary Agreements”), the Stockholders’ Representative shall only have the power or authority to act regarding matters pertaining to the Stockholders as a group and not individually, shall not have the power or authority to treat any particular Stockholder in a manner different from any other Stockholder (except as consistent with such Stockholder’s pro rata portions of the Closing Cash Consideration or as otherwise in accordance with this Agreement), and shall not have any power or authority to take any action (including without limitation by amending, modifying or waiving any provision of this Agreement or any other Ancillary Agreement or otherwise) or enter into any agreement that (i) adds to or results in an increase of any Stockholder’s indemnity or other obligations or liabilities under this Agreement or any Ancillary Agreement (including without limitation imposing joint or joint and several liability on the Stockholders or any change to the nature of the indemnity obligations or the limitations on the Stockholders’ liability), (ii) results in the amounts payable under this Agreement or an Ancillary Agreement to any Stockholder being distributed in any manner other than as specified pursuant to this Agreement or an Ancillary Agreement, (iii) alters the consideration payable to any Stockholder pursuant to this Agreement or an Ancillary Agreement (except in accordance with the contingencies, conditions and other Transaction Documentsprovisions set forth in this Agreement), or (iv) binds any Stockholder to any obligations or restrictions applicable to such Stockholder beyond the subject matter of an indemnifiable claim, in each case without such Stockholder’s prior written approval (which the Stockholders’ Representative has no authority to give on behalf of such Stockholder). For the avoidance of doubt, the Stockholders’ Representative consenting to all or a portion of an indemnification claim, or entering into a settlement agreement with respect thereto, in accordance with the procedures, limitations of liability and Stockholders’ Representative authority set forth in this Agreement (as of the date of this Agreement and as amended in compliance the terms of this Agreement) shall not be liable for any action taken deemed to implicate or not taken in good faith reliance on a communication or other instruction from require the Sellers’ Representativeprior written approval of Stockholders pursuant to (i) through (iii) of the previous sentence.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this AgreementSeller hereby appoints Raymond A. Frick, or Jr. or, in the case of Warrantholdersevent Raymond A. Frick, upon validly executing and delivering Jr. dies, bexxxxx xxxxxxxx xx xx no longer able or xxxxxxx xx xxxxx xx xuch capacity, then John D. DePaul (the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him"SELLERS' REPRESENTATIVE") to act as his, her or it and in xxx xxxxx xxx the purposes of: (i) delivering to Buyer his, her or its name, place, respective Company Shares; (ii) accepting from Buyer the payment of the immediately available funds portion of the Purchase Price and stead distributing to sign, execute, and deliver each Seller his respective portion of such funds; (iii) receiving any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) notice required or desired to be executed given to Sellers by such Seller Buyer pursuant to this Agreement Agreement; (iv) changing the time, date or place of the Closing; (v) granting any consent or waiver required or desired of Sellers by Buyer pursuant to this Agreement; (vi) amending this Agreement; (vii) terminating or agreeing to terminate this Agreement; (viii) authorizing the distribution to Buyer of all or any other Transaction Document, to make and authorize amendments portion of the Escrow Fund; (ix) agreeing to, or waivers negotiating, entering into settlements and compromises of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating agreeing to the determination payment to Buyer of Adjusted Net Working Capital any amounts in respect of Damages for which Buyer is entitled to be indemnified pursuant to SECTION 8 hereof; (x) agreeing, negotiating, entering into settlements and compromises with respect to the calculation of the Estimated Purchase Price at Closing and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant post-Closing adjustment to the terms Purchase Price, all in accordance with SECTION 2 hereof; and (xi) executing all documents and delivering all documents contemplated by this Agreement. Each Seller shall execute and have notarized a Power of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant Attorney to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to ' Representative, which Power shall be done by virtue hereof irrevocable and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocablefor his appointment. A decision, and shall survive the Closing and deathact, disability, legal incapacity, bankruptcy, insolvency, dissolution, consent or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature instruction of the Sellers’ ' Representative acting as attorney-in-fact authorized hereunder shall constitute a decision for such Sellers. Each all Sellers and shall be final, binding and conclusive upon each Seller, and Buyer 58 may rely upon any such decision, act, consent or in the case instruction of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ ' Representative as being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and to any person for any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers undertaken by Buyer in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendmentssuch decision, waiveract, consent or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ ' Representative.

Appointment of Sellers’ Representative. (a) Each In order to administer efficiently the determination of the Sellers by virtue of their approval of certain matters under this Agreement, each Seller hereby irrevocably appoints Sellers Representative as its representative, agent, proxy and attorney in fact with respect to all matters under this Agreement. For greater certainty, Sellers Representative shall have sole and exclusive right and authority to communicate with Governmental Bodies on behalf of Sellers. Each Seller agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of Sellers Representative and shall survive the death, incapacity or in bankruptcy of any Seller (as applicable) to the case maximum extent permitted by Law. (b) Without limiting the generality of Warrantholdersthe foregoing, upon validly executing Sellers Representative has full power and delivering the Warrant Cancellation authority to make all decisions and Payment Acknowledgement, hereby makes, constitutes and appoints the take all actions relating to Sellers’ Representativerespective rights, with full power obligations and remedies under this Agreement including to transfer and assign the Purchased Shares to the Purchaser, receive and make payments, to receive and send notices (including notices of substitution and resubstitutiontermination), its true and lawful attorney-in-fact for himto receive, her or it and in his, her or its name, place, and stead to sign, execute, execute and deliver documents (including any Transaction Documents (certificates, resolutions, amalgamation agreements, stock transfer powers of attorney, amendments to this Agreement, update schedules to this Agreement, affidavits of lost share certificates and any other than the Warrant Cancellation and Payment Acknowledgement) required documents to be executed delivered by such Seller Sellers pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgementas contemplated herein), to make all decisions relating exercise, enforce or waive rights or conditions, to the determination give releases and discharges, to seek indemnification, specific performance or other relief, on behalf of Adjusted Net Working Capital Sellers, to defend against indemnification claims of Purchaser and to settle negotiate and finally resolve any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of disputes arising under this Agreement or among Purchaser and any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ . All decisions and actions taken by Sellers Representative acting as attorney-in-fact are binding upon all Sellers, and no Seller has the right to object, dissent, protest or otherwise contest the same. The Sellers agree to provide any information reasonably requested by Sellers Representative in order to satisfy itself of the matters to be contained in any document to be executed and delivered by Sellers Representative (for such and on behalf by the Sellers (including any certificates or other documents to be delivered by the Sellers pursuant to this Agreement)). (c) Xxxxxxxxx is entitled to deal only with Sellers Representative in respect of all matters arising under this Agreement including to receive and make payments, to receive and send notices (including notices of termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against Sellers or any one of them and to defend against indemnification claims of Sellers. Each Seller, . (d) All references in this Agreement to decisions and actions to be taken by Xxxxxxxxx and directed to Sellers or in the case any one of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgementthem, as the case may be, are deemed directed to Sellers or any one of them, as the case may be, if such decisions or actions are directed by Xxxxxxxxx to Sellers Representative. (e) Unless informed in writing by a Seller that such Seller believes a representation is untrue or has become untrue since the date of this Agreement, or is aware of any breach of covenant by such Seller or any other Seller, Sellers Representative is hereby forever releases and discharges authorized by each Seller to deliver the Sellers’ Representative from any and all liability which may arise in connection with closing certificate(s) contemplated by Section 3.5(a) on the other Sellers’ Representative’s performance hereunder in good faith behalf. (f) Sellers shall cooperate with Sellers Representative and any acts accountants, attorneys or omissions which the Sellers’ other agents whom Sellers Representative takes on behalf of the may retain to assist in carrying out their duties hereunder. Sellers shall severally (and not jointly and severally), in accordance with the terms of this limited power of attorneytheir respective Allocable Portion, reimburse Sellers Representative for all costs and expenses, including professional fees, incurred by Sellers Representative. Sellers’ Sellers Representative shall provide Sellers with written notice of be permitted to set-off any amendments, waiver, or other material actions taken amounts owed to them by a Seller pursuant to this Section 5.813.1 against any amounts to be remitted to such Seller by Sellers Representative pursuant to this Agreement. To the extent that the Sellers Representative has incurred any fees or expenses which are to be paid for by Sellers (in accordance with their respective Allocable Portions), Sellers Representative shall deduct each Seller’s proportionate share of such fees and expenses (determined in accordance with their Allocable Portion) from any amount to be paid to such Seller and shall promptly remit such amount to the Sellers Representative. For greater certainty, the Sellers Representative will be entitled to hold back a portion of the proceeds payable to each Seller to cover any contingent payments, amounts owing under this Agreement or any transaction expenses to be paid by the Sellers and such amounts may be held in a segregated account at a paying agent retained by the Sellers Representative. (bg) Each Party Sellers shall severally (and not jointly and severally), in accordance with their respective Allocable Portion, indemnify and hold harmless Sellers Representative, in its capacity as Sellers Representative, and its shareholders, directors, officers, employees, agents and representatives against all Losses (including reasonable expenses of Sellers Representative’s legal counsel) which, without fraud, gross negligence or willful misconduct on the part of Sellers Representative, may be entitled to rely exclusively upon any communication given paid, incurred or other action taken suffered by the Sellers’ Sellers Representative on behalf by reason or as a result of the performance by Sellers pursuant Representative of its obligations as Sellers Representative set out in this Agreement. Sellers Representative shall have no duty, obligation or responsibility to this Agreement or the other Transaction Documents, expend its own funds in support of its activities as agent and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the proxy of Sellers’ Representative.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby makes, irrevocably constitutes and appoints the ECP I as such Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact and agent and authorizes the Sellers’ Representative to act for him, her or it such Seller and in his, her or its such Seller’s name, place, place and stead in any and all capacities under this Agreement, the Escrow Agreement and agreements contemplated hereby and to sign, execute, do and deliver any Transaction Documents (other than the Warrant Cancellation perform every act and Payment Acknowledgement) thing required or permitted to be executed done by the Sellers’ Representative in connection with this Agreement and the agreements contemplated hereby. Each Seller grants to the Sellers’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done by such Seller pursuant to in connection with the transactions contemplated by this Agreement or any other Transaction DocumentAgreement, to make the Escrow Agreement, and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)agreements contemplated hereby, hereby ratifying and confirming all that the Sellers’ Representative may lawfully do or cause to be done by virtue hereof hereof. Each Seller acknowledges and to make all determinations and elections hereunder and thereunder; providedagree that, however, that Sellers’ Representative may not amend by executing this Agreement or and without any other Transactions Document to (i) create further action by such Seller, such Seller hereby ratifies and approves any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest execution and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised delivery by the Sellers’ Representative of any waiver, amendment, agreement, opinion, certificate or other document contemplated hereby or any other agreements contemplated hereby that are executed by listing the Sellers’ Representative, and such Seller shall be bound by such documents or action as fully as if such Seller had executed and delivered such documents. All decisions of the Sellers’ Representative shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. (b) Each Seller agrees that Purchaser shall be entitled to rely conclusively on any action taken by the Sellers’ Representative, on behalf of the Sellers executing (each, an “Authorized Action”), without any obligation to inquire of the Sellers, and that each Authorized Action shall be binding on each Seller as fully as if such Transaction Document (Seller had taken such Authorized Action. Each of the other than Parties hereto is expressly authorized to rely on the Warrant Cancellation and Payment Acknowledgement) with genuineness of the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholderand, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from receipt of any and all liability writing which may arise in connection with reasonably appears to have been signed by the Sellers’ Representative’s performance hereunder in good faith and , the other Parties hereto may act upon the same without any acts or omissions which further duty of inquiry as to the Sellers’ Representative takes on behalf genuineness of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8writing. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the Sellers’ Representative.

Appointment of Sellers’ Representative. The Sellers hereby authorize, Jeffrey L. Rothenberger (athe "Sellers' Representative") Each of as the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the attornxx-xx-xxxx xx xxxx xx xhe Sellers’ Representative, with full power and authority to administer the transactions contemplated by this Agreement and the Escrow Agreement, including (i) delivering the Total Value Certificate, (ii) executing the Escrow Agreement and amending or waiving, on behalf of substitution each Seller, any provision of this Agreement and resubstitutionthe Escrow Agreement, its true (iii) resolving and lawful attorney-in-fact for himdefending, her or it and in hison behalf of each Seller, her or its name, placeany dispute with respect to Sellers' indemnification obligations under Section 9.2(a), and stead entering into any agreement to signeffectuate any of the foregoing which shall have the effect of binding such Seller as if the Seller had personally entered into such an agreement, execute, and deliver any Transaction Documents (iv) taking all other than the Warrant Cancellation and Payment Acknowledgement) required actions expressly contemplated to be executed taken by such Seller pursuant the Sellers' Representative in this Agreement or the Escrow Agreement and (v) taking all other action under or related to this Agreement or any of the other Transaction DocumentDocuments, including the Escrow Agreement which, in his discretion, he may consider necessary or proper to make and authorize amendments to, or waivers of, effectuate the transactions contemplated by this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital related documents and to settle resolve any indemnification claims made by dispute, on behalf of each Seller with Holdings, Buyer or the Company, as appropriate, over any other Indemnitee pursuant to the terms aspect of this Agreement or any of the other Transaction Document (other than Documents, including the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant Escrow Agreement, and, on behalf of each Seller, to Section 2.12), hereby ratifying and confirming all that enter into any agreement to effectuate any of the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunderforegoing which shall have the effect of binding such Seller as if the Seller had personally entered into such an agreement; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create that the Sellers' Representative shall have no obligation to make any personal liability of amendments to this or any Seller hereunder or thereunder, related agreement and (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount that all actions taken or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised decisions made by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ ' Representative on behalf of the Sellers shall be taken or made in a manner which is ratably and equitably amongst all Sellers. Holdings, Buyer and the Company shall be able to rely conclusively on the actions, instructions and decisions of the Sellers' Representative as to the final determination of the Total Value, Cash Purchase Price and other matters set forth on the Total Value Certificate, the defense or settlement of any claims for indemnification by any Buyer Party pursuant to this Agreement Section 9.2(a) hereof or with respect to any other actions required to be taken or expressly permitted to be taken by the Sellers' Representative hereunder in any of the other Transaction Documents, including the Escrow Agreement. None of Holdings, Buyer or the Company shall be liable to any Seller for any Losses or other damages resulting from reliance on the actions, instructions and decisions of the Sellers' Representative. Each Seller shall hold the Sellers' Representative harmless from any and all Loss, damage, or liability and expense (including legal fees) which such Seller may sustain as a result of any action taken in good faith by the Sellers' Representative. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken, omitted or suffered by the Sellers' Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and duly authorized, nor for any action or inaction required or permitted to be taken or omitted or suffered by him hereunder or in the Escrow Agreement, except to the extent resulting from the Sellers' Representative's own willful misconduct. The Sellers shall hold the Sellers' Representative harmless from any and all Losses that the Sellers' Representative may sustain as a result of any action taken in good faith by the Sellers' Representative in accordance with this Agreement or the Escrow Agreement. The Sellers' Representative shall be able to conclusively rely on advice of counsel in the performance of his duties hereunder and shall incur no liability to the Sellers for such reliance in good faith. Each Contributing Seller shall be responsible for its Indemnification Share of any indemnification and holding harmless of the Escrow Agent that may be or become the responsibility of the Sellers pursuant to the Escrow Agreement. Notwithstanding any provision to the contrary in this Agreement, in the event funds are distributed from the Escrow Account to the Sellers' Representative and certain Escrow Funds have been recovered by any of the Buyer Parties pursuant to claims made against the Escrow Account pursuant to Section 9.2(b) above or Section 9.2(a) above which could have been made against an individual Seller pursuant to Section 9.2(b) above, then the Sellers' Representative may reallocate the distribution of such proceeds received from the Escrow Funds in good faith to deduct any amounts which any of the Buyer Parties received from the Escrow Funds with respect to a claim which was made or could have been made pursuant to Section 9.2(b) above from the Seller which caused such Loss as a result of any breach of such Seller's representations, warranties, covenants or other agreements set forth herein. Contributing Sellers representing an aggregate Indemnification Share in excess of 50%, in the aggregate, may vote to remove the Sellers' Representative with or without cause and appoint a successor. Upon the death, permanent disability, resignation or removal of the Sellers' Representative, a successor Sellers' Representative who shall be reasonably acceptable to Holdings and Buyer shall be elected by Contributing Sellers representing an aggregate Indemnification Share in excess of 50%, in the aggregate. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be liable for subject to termination by operation of law, whether by the death, incapacity, liquidation or dissolution of each Seller or the occurrence of any action taken other event or not taken in good faith reliance on a communication or other instruction from events, and the Sellers’ Representative' Representative may not terminate this power of attorney with respect to any Seller or any Seller's successors or assigns without the consent of Holdings and Buyer.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby makes, constitutes and appoints the Sellers’ RepresentativeRepresentative as his, with full power of substitution and resubstitution, her or its true and lawful attorney-in-fact to act for himand on behalf of such Seller: (a) in all matters expressly identified in this Agreement as being the right, her responsibility or it obligation of Sellers’ Representative, (b) to execute and deliver, on behalf of all Sellers, the Escrow Agreement and any and all waivers under and amendments thereto, including any certificates, written instructions to the Escrow Agent and any other documents that Sellers’ Representative deems necessary or appropriate in his, her connection with the consummation of the Escrow Agreement; and (c) to direct the release from the Escrow Fund or its name, placeotherwise for the payment of expenses of Sellers related thereto, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required apply such funds in payment for such expenses. Each such Seller agrees to be executed fully bound by such Seller pursuant to this Agreement or any other Transaction Documentthe acts, to make decisions, consents, instructions and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation agreements of Sellers’ Representative taken and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee done pursuant to the terms of this Agreement or any other Transaction Document authority herein granted, and each Seller hereby confirms that (other than the Warrant Cancellation and Payment Acknowledgementi) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may shall do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that of his appointment as Sellers’ Representative of Sellers all such things and (ii) Parent, Xxxxx and the Escrow Agent may rely on such acts, decisions, consents, instructions and agreements of Sellers’ Representative. The Sellers agree that the Sellers’ Representative will not amend be liable to the Sellers for act done or omitted under this Agreement or the Escrow Agreement as Sellers’ Representative while acting in good faith, and any other Transactions Document act taken or omitted to (i) create any personal liability be taken on the advice of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent counsel will be conclusive evidence of such affected Seller good faith. Sellers’ Representative, or group 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. 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 Company Equity immediately prior to Closing. Each such successor Sellers’ Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be deemed to include such successor Sellers’ Representative. The appointment of Sellers. This power of attorney is a special power of attorney ’ Representative shall be deemed coupled with an interest and is shall be irrevocable, and shall survive Parent, Xxxxx and any other person (including the Closing Escrow Agent) may conclusively and deathabsolutely rely, disabilitywithout inquiry, legal incapacity, bankruptcy, insolvency, dissolution, or cessation upon any action of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative in all matters identified herein. All notices required to be made or delivered by listing the Parent or Xxxxx to Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the shall be made to Sellers’ Representative acting as attorney-in-fact for such Sellersthe benefit of Sellers and shall discharge in full all notice requirements of Parent or Xxxxx to Sellers with respect thereto. Each SellerParent or Xxxxx may conclusively rely upon, without independent verification or in the case of each Warrantholderinvestigation, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the all decisions made by Sellers’ Representative from any and all liability which may arise in connection with this Agreement and the Escrow Agreement, to the extent Sellers’ Representative’s performance hereunder authority with respect thereto is specifically set forth in good faith and any acts or omissions which this Agreement, as being the decisions of Sellers with respect thereto. The Sellers’ Representative takes on behalf of hereby accepts appointment as the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8. (b) Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable for any action taken or not taken in good faith reliance on a communication or other instruction from the “Sellers’ Representative” under this Agreement.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby makes, constitutes irrevocably authorizes and appoints Rxxxxxx X. Xxxxxxx (the “Sellers’ Representative, with full power of substitution ”) as such Seller’s representative and resubstitution, its true and lawful attorney-in-fact for him, her or it and to act in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed capacity contemplated by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that Agreement. If the Sellers’ Representative may do or cause any successor shall resign, die or become unable to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that act as Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunderRepresentative, (ii) to increase the maximum aggregate indemnification obligation of a replacement shall be promptly appointed by a writing signed by Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is who hold a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence majority of the applicable Seller. This power of attorney may Shares being sold hereby, which replacement shall thereafter be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing same powers and delivering the Warrant Cancellation and Payment Acknowledgement, duties as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the previous Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers not be liable to any Seller or any other person for anything which he may do or refrain from doing in connection with written notice this Agreement except in the event of any amendments, waiverfraud, or other material actions taken pursuant to this Section 5.8. (b) Each Party shall willful misconduct by Sellers’ Representative. In connection with the exercise of his duties, Sellers’ Representative will be entitled to consult with and rely exclusively upon any communication given or legal counsel and other action taken by professional advisors, with the costs thereof to be allocated among the Sellers, and Sellers’ Representative on behalf of the Sellers pursuant to this Agreement or the other Transaction Documents, and shall not be liable will have no liability hereunder for any action taken or not actions taken in good faith reliance on a communication or upon the advice of such advisors. Sellers (other instruction from the than Sellers’ Representative) shall, jointly and severally, indemnify Sellers’ Representative for, and hold him harmless against, any Losses arising out of or in connection with his duties as Sellers’ Representative including the cost and expenses of defending himself against any Losses, except for Losses arising from the fraud or willful misconduct of Sellers’ Representative. LIME: Lime Energy Co. By. /s/ Jxxxxxx Xxxxxxx Jxxxxxx Xxxxxxx Executive Vice President and CFO SELLERS: For completion by Seller who is a natural person: Signature Print Name For completion by Seller who is not a natural person (trust, partnership, etc.): Print Name of Entity By: ­ ­ Print Name and Title B-16 Rxxxxxx X. Xxxxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 952,846,582 2,023,847 Mxxxxxx X. Xxxxxx Revocable Trust Mxxxxxx Xxxxxx, Trustee 1000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 62,052,200 131,799 Sxxxx X. Xxxxxxxxxx, M.D. 800 Xxxxxxx Xxxxxx Rockville, MD 20852-4113 10,260,840 21,795 Rxxxxxx X. Xxxxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 6,666,666 14,160 Jxxxx X. Xxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 6,666,666 14,160 Jxxx & Dxxxxx Xxxxx c/o Plaza Motors 10000 Xxxxx Xxxxxxxxx Xx. Xxxxx, XX 00000 3,333,333 7,080 Mxxxxxx Xxxxx c/o Wxxxxxx Xxxxx & Co. LLC 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606 3,333,333 7,080 Dxxxx X. Xxxxxxxxx Victory Park Capital 200 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 3,333,333 7,080 Cxxxxxxxxxx X. Xxxxx 200 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 2,666,667 5,665 Bxxxx Xxxxxxxxxx, M.D. 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 2,585,384 5,492 Cxxxx Xxxxx 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 2,765,555 5,875 Sxxxxx Xxxxx Xxxxxxxxxx 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 3,911,325 8,308 Company stockholders shall receive 0.002124 share of Lime Common Stock in exchange for each share of Company Common Stock held by them, which number represents $0.008625 divided by $4.06, the closing price of Lime Stock on November 14, 2008. Schedules 3.2(b), 3.4, and 6.11 — which consist of schedules of ADVB outstanding options, warrants, and patent numbers — are omitted. Lime will furnish supplementally a copy of any omitted schedule to the Commission upon request. B-19 This Release Agreement (the “Release”) is entered into as of November 18, 2008, by and between Lime Energy Co., a Delaware corporation (“Lime”) and Advanced Biotherapy, Inc., a Delaware corporation (“Company”).