Common use of Appointment of Shareholder Representative Clause in Contracts

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed as representative of the Shareholders for purposes of this Agreement and the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligence.

Appointment of Shareholder Representative. (a) The Each of the Transaction Shareholders hereby irrevocably appoints the Shareholder Representative is hereby appointed as representative the sole agent and attorney-in-fact of the Shareholders for purposes such Transaction Shareholder to act on behalf of such Transaction Shareholder regarding any matter relating to or arising under any this Agreement and the Escrow Agreement. Shareholder Approval Transaction, including for the purposes of: (i) receiving any payments due from Parent that are required under the terms of this Agreement shall include confirmation to be paid to the Transaction Shareholders, or making any payments due from the Transaction Shareholders that are required under the terms of this Agreement to be paid to Parent; (ii) taking any action on behalf of the authority of the Shareholder Representative. ParentTransaction Shareholders that may be necessary or desirable, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of as determined by the Shareholder Representative for all purposes permitted hereunder its sole discretion, in connection with the indemnification provisions set forth in Article X and under the Escrow Agreement. amendment of this Agreement in accordance with Section 11.02 or any other ancillary agreement in accordance with its terms; (biii) The taking any action on behalf of the Transaction Shareholders that may be necessary or desirable, as determined by the Shareholder Representative shall have full power of substitution in its sole discretion, in connection with negotiating or entering into settlements, resolutions and compromises with respect to act in the name, place and stead adjustments or payments contemplated by Section 2.04; (iv) accepting notices on behalf of the Transaction Shareholders in all matters accordance with Section 11.05; (v) executing and delivering, on behalf of the Transaction Shareholders, any notices, documents or certificates to be executed by the Transaction Shareholders in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunderTransaction; the power to compromise and (vi) granting any claim consent or approval on behalf of the Transaction Shareholders and to transact matters of litigation or arbitration in connection with under this Agreement or any other ancillary agreements. As the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Transaction Shareholders, the Shareholder Representative may rely upon, shall act as the agent for the Transaction Shareholders and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him have authority to be genuine and to have been signed or presented by bind the proper party or parties. The Shareholder Representative shall not be personally liable to the Transaction Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, this Agreement and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreementother ancillary agreements. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to shall not receive any and all decisions made or actions taken in the capacity as Shareholder Representative, other than compensation for the Shareholder Representative’s willful misconduct or gross negligencehis services.

Appointment of Shareholder Representative. (a) The Xxxxxxx X. Xxxxxx hereby is appointed, authorized and empowered to act as a shareholder representative (the "Shareholder Representative is hereby appointed as representative Representative"), for the benefit of the Shareholders for purposes Shareholders, in connection with and to facilitate the consummation of this the transactions contemplated by the Merger Agreement and the Escrow AgreementDocuments. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution be the Shareholders' exclusive agent and attorney-in-fact to act in for and on behalf of each of them with respect to any and all actions which maybe necessary or appropriate under the nameAgreement or the Documents, place which shall include the power and stead of the Shareholders in all matters authority: (i) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement. The Documents and the consummation of the transactions contemplated hereby and thereby as the Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and may deem necessary or desirable; (ii) to execute all such documents as enforce or refrain from enforcing any rights of the Shareholders or any of them and/or the Shareholder Representative shall deem arising out of or under or in any manner relating to this Agreement or the Documents; (iii) to do any and all things and to take any and all action that the Shareholder Representative, in his sole and absolute discretion, may consider necessary or appropriate, in connection therewith; and the power to receive service of process proper or convenient in connection with any claims or to carry out the transactions contemplated by this Agreement and the Documents. (b) All of the powers granted to the Shareholder Representative under this Agreement shall survive the Closing and/or any termination of the Merger Agreement. (c) If Notwithstanding anything herein to the contrary, each Shareholder hereby acknowledges that neither Parent, Purchaser nor the Company shall have any responsibility or obligation whatsoever to any Shareholder or to any other party with respect to or arising out of any actions taken or any inaction by the Shareholder Representative dies and nothing contained herein shall limit or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority affect in interest any manner whatsoever the responsibilities or obligations of the Shareholders (such majority in interest to be determined in accordance Shareholder Representative to, howsoever arising, or release the Shareholder Representative from any liabilities with respect to, Parent, Purchaser or the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto)Company. (d) The Shareholder Representative Parent and Purchaser shall act for have the Shareholders in the manner right to rely upon all actions taken or omitted to be taken by the Shareholder Representative believes pursuant to this Agreement and the Documents, all of which actions or omissions shall be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of legally binding upon the Shareholders, the Shareholder Representative may rely upon, . (e) The grant of authority provided for herein (i) is coupled with an interest and shall be protected in acting irrevocable and survive the death, incompetency, bankruptcy or refraining from acting upon, an opinion or advice liquidation of counsel, certificate any Shareholder; and (ii) shall survive the delivery of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed any assignment by him to be genuine and to have been signed or presented by the proper party or parties. The a Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights whole or powers conferred upon him by this Section 7.13. The any fraction of his interest hereunder, including his Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligencePercentage.

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed as representative Effective upon and by virtue of the Shareholders for purposes of this Agreement and the Escrow Agreement. Company Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretionApproval, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service without any further act of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected appointed as the representative of the Shareholders and as the attorney-in-fact and agent for and on behalf of each Shareholder solely with respect to those matters set forth in acting or refraining from acting uponArticle 2, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine Article 7 and to have been signed or presented by the proper party or partiesArticle 9. The Shareholder Representative hereby accepts such appointment. The Shareholder Representative shall not be personally liable have the authority to the Shareholders for take any action taken, suffered and all actions and make any decisions required or omitted by him in good faith and reasonably believed by him permitted to be authorized taken by the Shareholder Representative under this Agreement and such other actions on behalf of such Shareholders as it may deem necessary or within appropriate in connection with or to consummate the discretion transactions contemplated hereby or thereby, including the exercise of the rights power to (i) agree to, negotiate, enter into settlements and compromises of, commence any suit, action or powers conferred upon him by this Section 7.13proceeding, and comply with orders of courts with respect to those matters set forth in Article 2, Article 7 and Article 9, (ii) litigate, resolve, settle or compromise any dispute that may arise pursuant to Article 2, Article 7 and Article 9, and (iii) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative may consult will have sole authority and power to act on behalf of each Shareholder with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken the disposition, settlement or suffered other handling of all claims pursuant to Article 2, Article 7 and Article 9 and all related rights or omitted by him in such capacity in good faith and in accordance with such opinion obligations of counselthe Shareholders arising under this Agreement. The Shareholder Representative may perform his duties as shall use commercially reasonable efforts, based on contact information available to the Shareholder Representative either directly or by or through his agents or attorneysRepresentative, and to keep the Shareholders reasonably informed with respect to actions of the Shareholder Representative shall not be responsible pursuant to the Shareholders for any misconduct or negligence on authority granted the part of any agent or attorney appointed with due care by him Shareholder Representative under this Agreement. No bond Each Shareholder shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify promptly provide written notice to the Shareholder Representative with respect to of any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligencechange of address of such Shareholder.

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed as representative Effective upon and by virtue of the Shareholders for purposes of this Agreement and the Escrow Agreement. Company Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretionApproval, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service without any further act of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative shall be appointed as the representative of the Shareholders and as the attorney-in-fact and agent for and on behalf of each Shareholder solely with respect to those matters set forth in Article 2, Article 7 and Article 9. The Shareholder Representative hereby accepts such appointment. The Shareholder Representative shall have the authority to take any and all actions and make any decisions required or permitted to be taken by the Shareholder Representative under this Agreement and such other actions on behalf of such Shareholders as it may rely upondeem necessary or appropriate in connection with or to consummate the transactions contemplated hereby or thereby, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of, commence any suit, action or proceeding, and comply with orders of courts with respect to those matters set forth in Article 2, Article 7 and Article 9, (ii) litigate, resolve, settle or compromise any dispute that may arise pursuant to Article 2, Article 7 and Article 9, and (iii) take all actions necessary in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative will have sole authority and power to act on behalf of each Shareholder with respect to the disposition, settlement or other handling of all claims pursuant to Article 2, Article 7 and Article 9 and all related rights or obligations of the Shareholders arising under this Agreement. The Shareholder Representative shall use commercially reasonable efforts, based on contact information available to the Shareholder Representative, to keep the Shareholders reasonably informed with respect to actions of the Shareholder Representative pursuant to the authority granted the Shareholder Representative under this Agreement. Each Shareholder shall promptly provide written notice to the Shareholder Representative of any change of address of such Shareholder. (b) A decision, act, consent or instruction of the Shareholder Representative hereunder shall constitute a decision, act, consent or instruction of all Shareholders and shall be protected final, binding and conclusive upon each of such Shareholders, and all Indemnified Parties may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every Shareholder. All Indemnified Parties shall be relieved from any liability to any Person for any acts done by them in acting accordance with such decision, act, consent or refraining from acting upon, an opinion instruction of the Shareholder Representative. (c) The Shareholder Representative will incur no liability with respect to any action taken or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, suffered by any party in reliance upon any notice, requestdirection, instruction, consent, order arbitrator’s award, appraisal, bond statement or other paper or documents reasonably document believed by him such Shareholder Representative to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative Person (and shall not be personally liable have no responsibility to determine the Shareholders authenticity thereof), nor for any other action takenor inaction, suffered except his or omitted by him in good her own gross negligence, bad faith and reasonably believed by him to be authorized or within willful misconduct. In all questions arising under this Agreement, the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any rely on the advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of outside counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall will not be responsible liable to anyone for anything done, omitted or suffered in good faith by the Shareholder Representative based on such advice. (d) The Shareholders shall severally but not jointly indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct, to the Shareholders for any misconduct or negligence extent permitted by Applicable Law, on the part of any agent the Shareholder Representative and arising out of or attorney appointed in connection with due care by him under this Agreement. No bond shall be required the acceptance or administration of the Shareholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. (e) At any time during the Survival Period, a majority-in-interest of the Shareholders jointly may, by written consent, appoint a new representative as the Shareholder Representative. Notice together with a copy of the written consent appointing such new representative and severally bearing the signatures of Shareholders of a majority-in-interest of those Shareholders and, along with a consent in writing of such new representative to assume the obligations of Shareholder Representative and any such other assignments, consents or waivers as reasonably requested by Parent, must be delivered to Parent not less than ten days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent. For the purposes of this Section 10.01, a “majority-in-interest of the Shareholders” shall indemnify mean Shareholders representing in the aggregate over 50% of the percentage interests in the Indemnity Holdback. (f) In the event that the Shareholder Representative with respect becomes unable or unwilling to any and all decisions made continue in his, her or actions taken in the its capacity as Shareholder Representative, other than for or if the Shareholder Representative resigns as a Shareholder Representative, a majority-in-interest of the Shareholders may, by written consent, appoint a new representative as the Shareholder Representative’s willful misconduct . Notice and a copy of the written consent appointing such new representative and bearing the signatures of the Shareholders of a majority-in-interest of the Shareholders, along with a consent in writing of such new representative to assume the obligations of Shareholder Representative and any such other assignments, consents or gross negligencewaivers as reasonably requested by Parent, must be delivered to Parent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent.

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed as representative In order to efficiently administer the Merger and the transactions contemplated hereby, including (i) the waiver of any condition to the obligations of the Shareholders to consummate the Merger and the transactions contemplated hereby and (ii) the defense and/or settlement of any claims for purposes which the Shareholders may be required to indemnify Halter and/or Acquisition pursuant to Article VIII of this Agreement or the Escrow Agreement, the Shareholders hereby designate Xxxxx X. Xxxxxx (or his successor appointed in accordance with Section 1.5) as their representative (the "Shareholder Representative"). (b) The Shareholders hereby authorize the Shareholder Representative (i) to take all action necessary in connection with the waiver of any condition to the obligations of the Shareholders to consummate the Merger and the transactions contemplated hereby, or the defense and/or settlement of any claims for which the Shareholders may be required to indemnify Halter and/or Acquisition pursuant to the Escrow Agreement, (ii) to give and receive all notices required to be given under this Agreement and the Escrow Agreement. Shareholder Approval Agreement and (iii) to take any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the terms of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under or the Escrow Agreement. (bc) The By his or her execution of this Agreement, each Shareholder Representative agrees that: (i) the provisions of this Section 1.4 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Shareholder may have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with the Merger and the transactions contemplated by this Agreement; (ii) remedies available at law for any breach of the provisions of this Section 1.4 are inadequate; therefore, Halter, Acquisition and Utility shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either Halter, Acquisition and/or Utility brings an action to enforce the provisions of this Section 1.4; and (iii) the provisions of this Section 1.4 shall be binding upon the executors, heirs, legal representatives, personal representatives, trustees, and successors of each Shareholder, and any references in this Agreement to a Shareholder or the Shareholders shall mean and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power successors to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders' rights hereunder, whether pursuant to testamentary disposition, the Shareholder Representative may rely upon, laws of descent and shall be protected in acting distribution or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligenceotherwise.

Appointment of Shareholder Representative. By their execution of a counterpart of this Agreement, each Shareholder hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxxx (athe "SHAREHOLDER REPRESENTATIVE"), with full power of substitution, as such Shareholder's true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Shareholder, for the purpose of (i) The Shareholder Representative is hereby appointed as representative contesting, defending, disputing, settling, compromising or otherwise disposing of any Losses asserted by any Purchaser Indemnitee, (ii) resolving, disputing, receiving, agreeing to and collecting (including, without limitation, instituting legal actions therefor), the amount of the Shareholders for purposes Post-Closing Adjustment Consideration and otherwise carry out the provisions of this Agreement and SECTION 2.01(d), (iii) carrying out the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts other responsibilities of the Shareholder Representative for contained in the Agreement, and (iv) to take any and all appropriate action and to execute any documents and instruments that may be necessary or desirable to accomplish the purposes permitted hereunder of any and under all of the Escrow Agreement. (b) The foregoing, and the transactions, documents, instruments, agreements and certificates contemplated thereby, including, to perform or make any waivers, statements, restatements, modifications and supplements in the documents or other agreements, instruments or documents that may be entered into in connection therewith on such Shareholder's behalf, as from time to time may be agreed upon by the Shareholder Representative; and such Shareholder Representative shall have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim be authorized on behalf of each Shareholder and in the Shareholders name of such Shareholder to execute, deliver and perform each of such documents and agreements with such waivers, modifications, changes, deletions, supplements or amendments as have been approved by the Shareholder Representative, such approval to transact matters of litigation or arbitration in connection with this Agreement or be conclusively evidenced by the Escrow Agreement; Shareholder Representative's execution and delivery thereof. Each Shareholder agrees that the power to do or refrain from doing all such further acts granted by this SECTION 5.11 is coupled with an interest and things on behalf irrevocable. In the event of the Shareholders that the Shareholder Representative deems necessary death, incapacity, or appropriate in his sole discretionresignation of, and to execute all such documents as the Shareholder Representative or if for any other reason Xxxxxxx X. Xxxxxxx shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable cease to serve as Shareholder Representative, his successor shall be appointed by a majority then, and in interest of such event, S. Xxxxx Xxxxxxx shall, and without any further action on the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative part of the Shareholders, immediately be the Shareholder Representative may rely uponhereunder. In the event of the death, and shall be protected in acting incapacity or refraining from acting uponresignation of, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders if for any action taken, suffered or omitted by him in good faith and reasonably believed by him other reason S. Xxxxx Xxxxxxx shall cease to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity serve as Shareholder Representative, then, and in such event, the Persons (or in the case of any individual who is deceased at the time of such action, then such Person's personal representative) who were the holders of record of a majority of the Company Capital Stock which was outstanding immediately prior to the Closing (on a one-Share-for-one-Share vote basis) shall by written designation constitute and appoint a successor Shareholder Representative and shall give notice of such action to the Purchaser and to the other than for the Shareholder Representative’s willful misconduct or gross negligenceShareholders of record.

Appointment of Shareholder Representative. (a) The By the adoption of this Agreement, the approval of the principal terms of the transactions contemplated hereby, and the consummation of the transactions contemplated hereby or participating in such transactions and receiving the benefits thereof, including the right to receive the consideration payable in connection with such transactions, each Equityholder hereby irrevocably appoints Shareholder Representative is hereby appointed Services LLC as his, her or its representative (“Shareholder Representative”), as true and lawful agent and attorney-in-fact, with full power of the Shareholders substitution, with full power and authority to act for and on behalf of such Shareholder for all purposes of this Agreement and the Escrow Agreement. Shareholder Approval Ancillary Documents, and with respect to the consummation of the transactions contemplated by this Agreement and the Ancillary Documents, agrees to be bound by the provisions of this Agreement shall include confirmation or other such agreements and the terms of such transactions. Shareholder Representative hereby accepts such appointment. Shareholder Representative may take any and all actions that it believes are reasonably necessary or appropriate under this Agreement and the Ancillary Documents, including interpreting all of the terms and provisions of this Agreement and the Ancillary Documents. Each Shareholder acknowledges and agrees that Shareholder Representative, pursuant to this Agreement, has the exclusive authority to act on his, her or its behalf in connection with this Agreement, the Ancillary Documents and other transaction documents and related matters, including (i) authorization of payments to be made by any Equityholder under this Agreement or any Ancillary Document, (ii) after Closing, the giving and receiving of notices to be given or received by any Equityholder, (iii) the right to resolve, settle, defend, or dispute any claims made by Buyer under this Agreement or any Ancillary Document, including with respect to any adjustments to the Aggregate Purchase Price pursuant to Section 2.6, or take any actions and exercise such other power, rights and authority as set forth herein, (iv) the right to retain legal counsel and to engage accountants with respect to matters regarding this Agreement, any Ancillary Document, and related documents, (v) the right to take any other action under this Agreement or any Ancillary Document, including amending this Agreement or any Ancillary Document in any respect, after the Closing on behalf of such Equityholder, (vi) the right to control any privilege, including the attorney-client privilege, relating to the Pre-Sale Communications, including asserting or waiving any such privilege for the benefit of the Equityholders at its sole discretion, and (vii) taking any and all other actions specified in or contemplated by this Agreement or any Ancillary Document. All decisions and actions by Shareholder RepresentativeRepresentative permitted by this Agreement shall be binding upon all Equityholders, and no Equityholder shall have any right to object, dissent, protest or otherwise contest the same and all Equityholders agree to be severally and not jointly (in accordance with their Pro Rata Share) liable therefor. ParentBuyer shall be entitled to deal with and rely conclusively on Shareholder Representative as provided herein as if, First Acquisition Corp.and with the same effect as if, Second Acquisition Corp. and the Company may rely upon the acts Shareholder Representative constituted all of the Equityholders. Shareholder Representative for all purposes permitted hereunder may resign at any time upon not less than thirty (30) days’ prior written notice to the Equityholders. Upon the death or resignation of Shareholder Representative appointed hereby, Equityholders shall appoint a replacement Shareholder Representative who shall possess and assume the rights, powers, duties and obligations of Shareholder Representative with the same effect as though such substitute representative had originally been Shareholder Representative under the Escrow this Agreement. (b) The Shareholder Representative will incur no liability of any kind with respect to any action or omission by Shareholder Representative in connection with Shareholder Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the event of liability primarily resulting from Shareholder Representative’s fraud, gross negligence or willful misconduct. Shareholder Representative shall have full power not be liable for any action or omission pursuant to the advice of substitution to act counsel. The Equityholders will, severally in accordance with their Pro Rata Shares and not jointly, indemnify, defend and hold harmless Shareholder Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the namefees and expenses of counsel and experts and their staffs and all expense of document location, place duplication and stead shipment) (collectively, “Representative Losses”) arising out of the Shareholders in all matters or in connection with Shareholder Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the Escrow Agreement. The event that any such Representative Loss is finally adjudicated to have been primarily caused by the fraud, gross negligence or willful misconduct of Shareholder Representative’s power shall include , Shareholder Representative will reimburse the following powersEquityholders the amount of such indemnified Representative Loss to the extent attributable to such fraud, without limitation: gross negligence or willful misconduct. If not paid directly to Shareholder Representative by the power Equityholders, any such Representative Losses may be recovered by Shareholder Representative from (i) the funds in the Shareholder Representative Expense Fund and (ii) the amounts of any excess over the Estimated Aggregate Cash Consideration at such time as remaining amounts would otherwise be distributable to act for the Shareholders with regard Equityholders; provided, that while this section allows Shareholder Representative to indemnification obligations hereunder; be paid from the power aforementioned sources of funds, this does not relieve the Equityholders from their obligation to compromise promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent Shareholder Representative from seeking any claim remedies available to it at law or otherwise. In no event will Shareholder Representative be required to advance its own funds on behalf of the Shareholders and to transact matters of litigation Equityholders or arbitration otherwise. Notwithstanding anything in connection with this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Equityholders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to Shareholder Representative under this section. The foregoing indemnities will survive the Closing, the resignation or removal of Shareholder Representative or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf termination of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If The Shareholders will not receive any interest or earnings on the Shareholder Representative dies Expense Fund and irrevocably transfer and assign to Shareholder Representative any ownership right that they may otherwise have had in any such interest or otherwise becomes incapacitated earnings. Shareholder Representative will not be liable for any loss of principal of the Shareholder Representative Expense Fund other than as a result of its fraud, gross negligence or willful misconduct. Shareholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and unable will not voluntarily make these funds available to serve its creditors in the event of bankruptcy. As soon as practicable following the completion of Shareholder Representative’s responsibilities, his successor shall be appointed by a majority in interest Shareholder Representative will deliver any remaining balance of the Shareholder Representative Expense Fund to Buyer for further distribution to the Shareholders. For tax purposes, the Shareholder Representative Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders (such majority in interest to be determined in accordance with at the pro rata amounts time of the Merger Consideration as set forth on Schedule 12.4 hereto)Closing. (d) The Any action taken by Shareholder Representative pursuant to the authority granted in this Section 10.13 shall act for be effective and absolutely binding as the Shareholders in action of the manner the Equityholders and Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but Agreement and the Ancillary Documents. (e) Buyer shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely uponbe entitled to rely, and shall be fully protected in acting relying, upon any statements furnished to it by, and the actions of, or refraining from acting uponthe failure to act by, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or partiesShareholder Representative. The Shareholder Representative Buyer shall not be personally liable to the Shareholders any Equityholder for any action takenlosses sustained by any such Equityholder, suffered arising out of or omitted by him in good faith and reasonably believed by him related to be authorized the performance of, or within the discretion of the rights or powers conferred upon him by this Section 7.13. The failure to perform by, Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection its obligations set forth, in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligenceapplicable.

Appointment of Shareholder Representative. The approval of this Agreement by the shareholders of the Company as provided in the TBCA shall constitute the following actions binding upon the shareholders of the Company and each holder of Outstanding Company Shares: (a) The the irrevocable authorization, direction and appointment of Xxxx Xxxxxxx and any successor designated pursuant to this Section 9.7 (the "Shareholder Representative is hereby appointed Representative") as sole and exclusive agent, attorney-in-fact and representative of each holder of outstanding Company Shares and such Person's heirs, representatives and successors; (b) the Shareholders approval and authorization for purposes all of this the arrangements relating thereto, including: (i) the execution, delivery and performance of the Escrow Agreement and of the Earn-out Escrow Agreement by the Shareholder Representative, (ii) the receipt and distribution of the Escrow Shares to the holders of Outstanding Company Shares pursuant to the terms of the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation ; (iii) the receipt and distribution of the Earn-out Shares to the holders of Outstanding Company Shares pursuant to the terms of the Earn-out Escrow Agreement; (iv) the Shareholder Representative's performance of his obligations under this Agreement, the Escrow Agreement, and the Earn-out Escrow Agreement, including, without limitation, taking any and all actions, incurring any costs and expenses for the account of the holders of Outstanding Company Shares and making any and all determinations which may be required or permitted to be taken by the Shareholder Representative or the holders of outstanding Company Shares, including in connection with Section 5.9 and Articles IX and X; and (v) the exercise of such rights, power and authority as are incidental to the foregoing; and (c) the irrevocable relinquishment of the right of each holder of Outstanding Company Shares to (i) act independently and other than through the Shareholder Representative with respect to the foregoing any such rights being irrevocably and exclusively delegated to the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and Without limiting the Company may rely upon the acts generality of the Shareholder Representative for all purposes permitted foregoing, any notice hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power delivered to Parent or a Parent Indemnitee by a holder of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as Outstanding Company Shares other than through the Shareholder Representative shall deem necessary be of no effect, and each notice delivered by Parent or appropriate, in connection therewith; and the power any other Parent Indemnitee to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest effective as against each holder of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto)Outstanding Company Shares. (d) The original Shareholder Representative shall act indicate in writing his acceptance of such appointment and his agreement to be bound by the terms of this Agreement as they relate to the shareholder Representative and the duties and responsibilities thereof by executing this Agreement for the Shareholders such limited purpose in the manner space provided on the Shareholder Representative believes to be in the best interest signature pages hereof. (e) Any actions, exercises of the Shareholders and consistent with his obligations under this Agreementrights, but shall have no duties power or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel authority and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken decisions or suffered or omitted determinations made by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct absolutely and irrevocably binding on each holder of Outstanding Company Shares as if each such Person personally had taken such action, exercised such rights, power or negligence on the part of any agent authority or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made such decision or actions taken determination in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligencesuch Person's individual capacity.

Appointment of Shareholder Representative. By virtue of the approval of the Merger and this Agreement by the Company Stockholder Approval, each of the Company Shareholders shall be deemed to have agreed to appoint the Shareholder Representative as its agent and attorney-in-fact, as the representative of, for and on behalf of, the Company Shareholders to take all actions under this Agreement that are to be taken by the Shareholder Representative, including to amend this Agreement, to waive any provision of this Agreement, to negotiate payments due pursuant to this Agreement, to give and receive notices and communications, to authorize payment to any Indemnified Party in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, comply with orders of courts with respect to, and to assert any claims by any Indemnified Party against any Company Shareholder or by any such Company Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Company Shareholder, in each case relating to this Agreement or the Transactions, and to take all other actions that are either (a) The Shareholder Representative is hereby appointed as representative of necessary or appropriate in the Shareholders for purposes of this Agreement and the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts judgment of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. accomplishment of the foregoing or (b) The Shareholder Representative shall have full power specifically mandated by the terms of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel be changed by the Company Shareholders from time to time upon not less than thirty (30) days’ prior written notice to Parent and any advice upon the prior written consent of such counsel shall be full holders of at least a two-thirds of the issued and complete authorization and protection outstanding Company Common Stock as of the Effective Date. In the event a vacancy in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion the position of counsel. The Shareholder Representative may perform his duties as exists for fifteen (15) or more days, Parent shall have the right to petition a court of competent jurisdiction to appoint a replacement Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this AgreementRepresentative. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally Shareholder Representative shall indemnify not receive any compensation for its services. Notices or communications to or from the Shareholder Representative with respect shall constitute notice to any and all decisions made or actions taken in from the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligenceCompany Shareholders.

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed Shareholders irrevocably make, constitute and appoint Xxxx X. Xxxx to act as the Shareholders’ representative of the Shareholders for purposes of this Agreement and the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative agent for all purposes permitted hereunder and under this Agreement (the Escrow Agreement“Shareholder Representative”). (b) The Should the Shareholder Representative resign or be unable to serve, the Shareholders having received a majority of the Aggregate Transaction Consideration shall appoint a single substitute agent to take on the responsibilities of the Shareholder Representative, whose appointment shall be effective on the date of the prior Shareholder Representative’s resignation or incapacity. (c) By way of illustration only, and without limitation, the Shareholder Representative shall have full power of substitution the authority to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim (i) execute on behalf of each Shareholder, as fully as if the Shareholders were acting on their own behalf, any and all documents and agreements referred to transact matters of litigation herein, including executing the Escrow Agreement as the Shareholders’ representative, (ii) give and receive notice or arbitration in connection with instructions permitted or required under this Agreement or the Escrow Agreement; , (iii) authorize the power to do or refrain from doing all such further acts and things on behalf release of the Shareholders that the Shareholder Representative deems necessary Escrowed Shares to pay any Claimed Amount or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest other amounts payable out of the Shareholders (such majority in interest to be determined Escrowed Shares in accordance with this Agreement, or (iv) undertake any actions with respect to the pro rata amounts resolution of a dispute or any disagreement with respect to the amount of the Merger Consideration as set forth on Schedule 12.4 hereto)Earnout Payments. (d) Any notice, direction or communication received by Parent, Merger Sub or the Surviving Corporation from the Shareholder Representative, or delivered to the Shareholder Representative by Parent, Merger Sub or the Surviving Corporation, shall be binding upon the Shareholders. The Shareholder Representative shall act for in all matters on behalf of the Shareholders in Shareholders, and Parent, Merger Sub and, after the manner Closing, the Surviving Corporation shall be entitled to rely on the actions of the Shareholder Representative believes to be in as the best interest actions of the Shareholders. Parent, Merger Sub and the Surviving Corporation may deliver notices and communications to the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically hereunder through the Shareholder Representative at the address set forth in this Agreement. In acting as representative Agreement for notices, and such delivery shall be deemed to have been made to any or all of the Shareholders. None of Parent, Merger Sub nor the Surviving Corporation shall pay any costs or expenses incurred by the Shareholder Representative in carrying out his or her obligations hereunder. Each of Parent, Merger Sub and the Surviving Corporation consents to the appointment of the Shareholder Representative to act as described hereunder. (e) The Shareholder Representative will have no liability to the Shareholders with respect to actions taken or omitted to be taken in his capacity as the Shareholder Representative, except with respect to any liability resulting directly from the Shareholder Representative’s gross negligence or willful misconduct. Each Shareholder hereby agrees to severally, in accordance with his Ownership Percentage, and not jointly, indemnify and hold harmless the Shareholder Representative from and against any and all (i) reasonable legal fees incurred by the Shareholder Representative in connection with the performance or administration of the Shareholder Representative’s duties hereunder and (ii) Damages asserted against, resulting to, or imposed upon, or incurred or suffered by, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable (except to the Shareholders for any action taken, suffered extent resulting from the gross negligence or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any willful misconduct or negligence on the part of any agent the Shareholder Representative) arising out of or attorney appointed in connection with due care by him under this Agreement. No bond shall be required the acceptance, performance or administration of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligenceduties hereunder.

Appointment of Shareholder Representative. (a) The Shareholders hereby designate Jon A. Biveroni to be the "Shareholder Representative is hereby appointed Representative" referred to xxxxxxere in this Agreement and in the Escrow Agreement and to act as representative agent and attorney-in-fact of the Shareholders for purposes of this Agreement and the Escrow Agreementwith respect thereto. Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution the authority to act in the name, place take such actions and stead exercise such discretion as are required of the Shareholders in all matters in connection with Shareholder Representative pursuant to the terms of this Agreement (and the Escrow Agreement. The Shareholder Representative’s power any such actions shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim be binding on behalf each of the Shareholders Shareholders), including without limitation the following: (i) to receive, hold and deliver to transact matters of litigation or arbitration in connection with this Agreement or Fundtech the Escrow Agreement; share certificates representing the power BBP Shares and any other documents relating thereto; (ii) to do or refrain from doing execute, acknowledge, deliver, record and file all such further acts ancillary agreements, waivers, consents, certificates and things on behalf of the Shareholders that documents which the Shareholder Representative deems necessary or appropriate in his sole discretionconnection with the consummation of the transactions contemplated by the terms and provisions of this Agreement; (iii) to receive and make any payments provided for under this Agreement and acknowledge receipt and payment thereof; (iv) to waive any breach or default under the Agreement, and or to execute all such documents as waive any condition precedent to the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power Closing under Article 7 hereof; (v) to terminate this Agreement pursuant to Article 9 hereof; (vi) to receive service of process in connection with any claims under this Agreement or the Escrow Agreement.; and (cvii) If to perform the Shareholder Representative dies or otherwise becomes incapacitated obligations and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of exercise the Shareholders (such majority in interest to be determined in accordance with rights under the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Escrow Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative including the settlement of the Shareholders, the Shareholder Representative may rely upon, any claims and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or partiesdisputes with Fundtech arising thereunder. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith designation and reasonably believed by him to be authorized or within the discretion appointment of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to affected by the Shareholders for any misconduct subsequent death or negligence on the part incapacity of any agent or attorney appointed with due care by him under this Agreement. No bond Shareholder and such appointment and designation shall be required revoked upon receipt by Fundtech of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify written notice from any such Shareholder. Should the Shareholder Representative with respect become incapacitated to any perform the functions contemplated hereunder, the remaining Shareholders shall nominate an alternate Shareholder Representative and promptly inform Fundtech accordingly. Fundtech shall have the right to rely upon all decisions made or actions taken in the capacity as Shareholder Representative, other than for or omitted by the Shareholder Representative’s willful misconduct or gross negligenceRepresentative pursuant to this Agreement, all of which actions and omissions shall be binding on each of the Shareholders.

Appointment of Shareholder Representative. (a) The Shareholder Representative Without any further act of any Shareholder, Xxxxxxx Xxxxxxxxxxxx or any successor to such individual appointed pursuant to this Section is hereby irrevocably appointed as representative of the Shareholders agent and true and lawful attorney-in-fact for purposes of this Agreement and the Escrow Agreement. each Shareholder Approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Shareholder Representative will act as the representative of each Shareholder, and is authorized to act in on behalf of each Shareholder under this Agreement, the name, place Escrow Agreement or any other Closing Document (other than the Non-Competition and stead of the Shareholders in all matters Non-Solicitation Agreements and employment agreements contemplated by Section 4.2(i) and Section 4.2(j)) or in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powersany transaction contemplated herein or therein, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise including receipt of any claim on behalf of the Shareholders and to transact matters of litigation notice or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims claim under this Agreement. Agreement (c) If the all of which will be deemed delivered or served upon all Shareholders upon delivery to Shareholder Representative). Each Shareholder will be bound by all actions taken by Shareholder Representative dies or otherwise becomes incapacitated and unable in Shareholder Representative’s capacity thereof. Shareholder Representative will, in a reasonably prompt manner, provide written notice to serve each Shareholder of any action taken by Shareholder Representative pursuant to the authority delegated Shareholder Representative under this Section. Shareholder Representative will at all times act in Shareholder Representative’s capacity as Shareholder Representative, his successor shall be appointed by Representative in a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the that Shareholder Representative believes to be in the best interest of Shareholders taken as a whole. Neither Shareholder Representative nor any of Shareholder Representative’s agents or employees will be liable to any of the Shareholders and consistent with his obligations for any error of judgment, or any action taken, suffered or omitted to be taken, under this AgreementAgreement as Shareholder Representative, but shall have no duties except in the case of his bad faith or obligations except as specifically set forth in this Agreementwillful misconduct. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of consult with legal counsel, certificate of auditors or independent public accountants and other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed experts selected by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall will not be personally liable to the Shareholders for any action taken, suffered taken or omitted by him to be taken in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult in accordance with counsel and any the advice of such counsel shall counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, Shareholder Representative will not be full required to exercise any discretion or take any action. Each Shareholder severally will indemnify and complete authorization hold harmless and protection in respect reimburse Shareholder Representative from and against such Shareholder’s pro rata share of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Shareholder Representative arising out of, relating to or resulting from any action taken or suffered omitted to be taken by Shareholder Representative under this Agreement, other than such Liabilities, losses, damages, claims, costs or omitted by him in such capacity expenses arising out of, relating to or resulting from Shareholder Representative’s bad faith or willful misconduct. In all matters relating to this Section, Shareholder Representative will be the only party entitled to assert the rights of Shareholders. Notwithstanding the following sentence, Buyer and the Escrow Agent will be entitled to rely on all statements, actions, representations and decisions of Shareholder Representative as being the binding acts of all Shareholders or any of them, notwithstanding any communication from any Shareholder to the contrary (other than communication regarding termination or replacement of Shareholder Representative pursuant to the Escrow Agreement and this Section). By executing and delivering this Agreement, each Shareholder confirms and ratifies all that Shareholder Representative will do or cause to be done in good faith and in accordance with such opinion of counsel. The as Shareholder Representative. (b) Shareholder Representative may perform his duties as resign upon written notice to Shareholders and Buyer. Shareholder Representative either directly may be changed or replaced by or through his agents or attorneys, and the vote of the holders of a majority of the voting power of the Company (as of immediately before Closing) upon written notice to Shareholder Representative. Any vacancy in the position of Shareholder Representative shall not may be responsible to filled by approval of the Shareholders for any misconduct or negligence on holders of a majority of the part voting power of any agent or attorney appointed with due care by him under this Agreementthe Company (as of immediately before Closing). No bond shall will be required of the Shareholder Representative. Notices or communications to or from Shareholder Representative will constitute notice to or from each Shareholder. (c) Shareholder Representative will have no power or authority to bind Buyer, and the Shareholders jointly and severally shall indemnify the Buyer will not have any Liability to any Person for any act or omission by Shareholder Representative Representative. (d) Notwithstanding any term herein, Buyer’s obligation with respect to any payment to or for or for the benefit of any Shareholder under this Agreement or the Escrow Agreement is to make such payment to Shareholder Representative (or as Shareholder Representative directs) and all decisions made or actions taken the Escrow Agent, as described herein and in the capacity as Escrow Agreement. If such payment is properly made, then Buyer will have no other responsibility or Liability with respect thereto and Buyer will be entitled to rely conclusively and without independent verification on Shareholder RepresentativeRepresentative making further payment, other than for and Shareholder Representative will make all of such payments, each in the Shareholder Representative’s willful misconduct or gross negligenceproper amount, to the proper Persons.

Appointment of Shareholder Representative. (a) In order to efficiently administer the transactions contemplated hereby, Company hereby designates Xxxxx Xxxxx Xxxxxx as the Shareholder Representative. The right of any Company Shareholder to receive all or any portion of the Per Share Initial Escrow Release Amount or the Per Share Escrow Amount is subject in all cases to the provisions of this Section 2.10. In addition, by virtue of the adoption of this Agreement and the approval of the Merger by the Company Shareholders by written consent in lieu of a meeting pursuant to, and in accordance with, the applicable provisions of the TBCA, each Company Shareholder (regardless of whether or not such Company Shareholder has voted in favor of the approval of this Agreement and the approval of the Merger) that is not a holder of Dissenting Shares hereby agrees that: (i) Parent and the Escrow Agent shall be able to rely conclusively on the instructions and decisions of the Shareholder Representative as to the settlement of any claims against the Escrow Funds pursuant to Articles 2 and 11 hereof and the Escrow Agreement, or as to any other actions required or permitted to be taken by the Shareholder Representative hereunder or under the Escrow Agreement or the Cash Exchange Agreement, and no party hereunder shall have any cause of action against Parent, the Escrow Agent or the Exchange Agent to the extent Parent, the Escrow Agent or the Exchange Agent, respectively, has relied upon the instructions or decisions of the Shareholder Representative; (ii) all actions, decisions and instructions of the Shareholder Representative shall be conclusive and binding upon all of the Company Shareholders and no Company Shareholder shall have any cause of action against the Shareholder Representative for any action taken, decision made or instruction given by the Shareholder Representative under this Agreement, except for fraud or willful misconduct by the Shareholder Representative; (iii) the provisions of this Section 2.10 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Company Shareholder may have in connection with the transactions contemplated by this Agreement; (iv) remedies available at law for any breach of the provisions of this Section 2.10 are inadequate; therefore, Parent, Merger Sub and/or the Surviving Corporation shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either Parent, Merger Sub and/or the Surviving Corporation brings an action to enforce the provisions of this Section 2.10; and (v) the provisions of this Section 2.10 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees, and successors of each Company Shareholder, and any references in this Agreement to a Company Shareholder or Company Shareholders shall mean and include the successors to the Company Shareholders’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (b) The Company Shareholders hereby authorize the Shareholder Representative to take any and all action as is contemplated to be taken by or on behalf of the Company Shareholders, and to assert the Company Shareholders’ rights granted, pursuant to the terms of this Agreement, the Cash Exchange Agreement and the Escrow Agreement. (c) The Shareholder Representative is hereby appointed as representative may resign such position at any time, effective with respect to each Company Shareholder immediately upon written notice of such resignation delivered to Company by such resigning Shareholder Representative. In the Shareholders event that Xxxxx Xxxxx Xxxxxx, dies, becomes unable or unwilling to perform his responsibilities hereunder or resigns from such position, Xxxxx Xxxxxx Xxxxxx shall fill such vacancy and shall be deemed to be the Shareholder Representative for all purposes of this Agreement and the Escrow Agreementdocuments delivered pursuant hereto. Shareholder Approval of this Agreement shall include confirmation of In the authority of the Shareholder Representative. Parentevent that Xxxxx Xxxxxx Xxxxxx, First Acquisition Corp.dies, Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted becomes unable or unwilling to perform his responsibilities hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the nameor resigns from such position, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be by appointed by a majority in interest of the Major Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth voting on Schedule 12.4 heretoa per-share-owned-immediately-prior-to-closing basis). (d) The Shareholder Representative shall will not be liable to the Company Shareholders for any act for taken or omitted by Shareholder Representative as permitted under this Agreement and the post-Closing transactions contemplated hereby, except if such act is taken or omitted in bad faith or by willful misconduct. The Shareholder Representative will also be fully protected against the Company Shareholders in the manner the Shareholder Representative relying upon any written notice, demand, certificate or document that it in good faith believes to be in genuine (including facsimiles thereof). (e) The Company Shareholders agree to indemnify, from and after the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the ShareholdersClosing, the Shareholder Representative may rely uponfor, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by hold the proper party or parties. The Shareholder Representative shall not be personally liable to harmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion part of the rights Shareholder Representative, arising out of or powers conferred upon him by in connection with the Shareholder Representative duties under this Section 7.13Agreement and the transactions contemplated hereby, including costs and expenses of successfully defending the Shareholder Representative against any claim of liability with respect thereto. The Shareholder Representative may consult with counsel of its own choice and any advice of such counsel shall will be full and complete authorization and protection in respect to fully protected for any action taken or and suffered or omitted by him in such capacity it in good faith and in accordance with such the opinion of such counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligence.

Appointment of Shareholder Representative. (a) The Prior to the Effective Time, the Company shall take all actions reasonably necessary to cause the Company Shareholders to elect the Principal Shareholder as Shareholder Representative is hereby appointed to act as the Company Shareholders’ representative and agent for all purposes under this Agreement. Upon election of the Shareholders for purposes Shareholder Representative, the Shareholder Representative will be authorized to execute on behalf of each Company Securityholder any and all documents and agreements referred to herein upon the Closing. By way of example only, and without limitation, the Shareholder Representative shall have the authority in his discretion to (i) execute on behalf of each Company Securityholder, as fully as if the Company Securityholders were acting on their own behalf, any and all documents and agreements referred to herein, including executing this Agreement and the Escrow Agreement. Shareholder Approval of Agreement as the Company Securityholders’ representative, (ii) give and receive notices or instructions permitted or required under this Agreement shall include confirmation or the Escrow Agreement on behalf of the authority Company Securityholders, (iii) authorize the release of the Shareholder Representative. Parentamounts held in the Escrow Fund to pay any Claimed Amount, First Acquisition Corp.(iv) to undertake any actions with respect to the resolution of a Dispute or any disagreement with respect to the amount of any Earnout Payment, Second Acquisition Corp. and the Company may rely upon the acts of including partaking in any dispute resolution process, or (v) refrain from taking any action that the Shareholder Representative for all purposes permitted is otherwise authorized hereunder and under the Escrow Agreementto take. (b) The Shareholder Representative shall have full power of substitution may resign at any time upon giving ten (10) day’s written notice to act in Buyer and the nameCompany Securityholders. Each Company Securityholder agrees, place and stead should the Shareholder Representative resign or be unable to serve, the Company Securityholders having received a majority of the Shareholders in all matters in connection with this Agreement Initial Merger Consideration, the Initial Option Consideration and the Escrow Agreement. The Initial Warrant Consideration shall appoint a single substitute agent to take on the responsibilities of such Shareholder Representative under the provisions specified herein, whose appointment shall be effective on the date of the prior Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation resignation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreementincapacity. (c) If Except for gross negligence or willful misconduct, the Shareholder Representative dies shall not be liable to any person or otherwise becomes incapacitated entity for any act, omission, loss, consequential damages, lost profits, damage or expense arising from the performance of his duties hereunder. The Shareholder Representative shall only have the duties expressly stated in this Agreement and unable shall have no other duty, express or implied. The Shareholder Representative may engage attorneys, accountants and other professionals and experts. The Shareholder Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Shareholder Representative based on such reliance shall be deemed conclusively to serve as have been taken in good faith and in the exercise of reasonable judgment. The Shareholder Representative is not responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement or the agreements contemplated herein. The Company Securityholders shall indemnify, defend and hold the Shareholder Representative harmless from and against any and all loss, damage, tax, liability and expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunder including the legal costs and expenses of defending himself against any claim or liability in connection with his performance hereunder (collectively, “Shareholder Representative Damages”) on a pro rata basis proportionate to the Initial Merger Consideration, the Initial Option Consideration and the Initial Warrant Consideration received. In no event shall the Buyer, the Company or the Surviving Corporation have any liability to any Company Securityholder for any act or omission of the Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto)including without limitation, negligence and willful misconduct. (d) The Shareholder Representative shall act for will serve without compensation. Following the Shareholders in the manner the Shareholder Representative believes to be in the best interest termination of the Shareholders Escrow Period and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative the resolution and payout of the Shareholdersall pending claims made by Indemnified Parties for Damages, the Shareholder Representative may rely uponshall have the right to recover (i) any Shareholder Representative Damages; and (ii) any expenses incurred or anticipated to be incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative duties hereunder, including the reasonable fees and shall be protected in acting or refraining from acting upon, an opinion or advice expenses of any legal counsel, certificate of auditors or accountants and other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine professionals and to have been signed or presented experts retained by the proper party or partiesShareholder Representative (“Shareholder Representative Expenses”), in each case (with respect to both Shareholder Representative Damages and Shareholder Representative Expenses) from the remaining portion of the Escrow Fund prior to any distribution of the Escrow Fund to the Company Securityholders. Prior to any such distribution, the Shareholder Representative shall deliver to the Escrow Agent a certificate setting forth the Shareholder Representative Damages and Shareholder Representative Expenses actually incurred. The Shareholder Representative shall not also have the right to recover any Shareholder Representative Damages or Shareholder Representative Expenses from the Secondary Escrow Fund, as such term is defined in the Disbursing Agent Agreement. (e) In the event that the Escrow Fund and the Secondary Escrow Fund are insufficient to reimburse the Shareholder Representative Expenses and Shareholder Representative Damages, all Shareholder Representative Expenses and Shareholder Representative Damages shall be personally liable paid or reimbursed by the Company Securityholders on a pro rata basis proportionate to the Shareholders for any action takenInitial Merger Consideration, suffered the Initial Option Consideration and the Initial Warrant Consideration received. (f) Any notice, direction or omitted communication received by him in good faith the Buyer, Transitory Subsidiary or the Surviving Corporation from the Shareholder Representative, or delivered to the Shareholder Representative by Buyer, Transitory Subsidiary or the Surviving Corporation, shall be binding upon the Company Securityholders, and reasonably believed by him to be authorized or within the discretion each of the rights or powers conferred upon him by this Section 7.13them. The Shareholder Representative may consult with counsel shall act in all matters on behalf of the Company Securityholders and any advice of such counsel Buyer and Transitory Subsidiary and, after the Effective Time, the Surviving Corporation shall be full and complete authorization and protection in respect entitled to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion rely on the actions of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible hereunder as the actions of the Company Securityholders. Buyer, Transitory Subsidiary and the Surviving Corporation may deliver notices and communications to the Shareholders Company Securityholders hereunder through the Shareholder Representative at the address set forth in this Agreement for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond notices, and such delivery shall be required deemed to have been made to any or all of the Company Securityholders. None of Buyer, Transitory Subsidiary nor the Surviving Company shall pay any costs or expenses incurred by the Shareholder Representative in carrying out his obligations hereunder. Each of Buyer, Transitory Subsidiary and the Surviving Corporation consents to the appointment of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity act as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligencedescribed hereunder.

Appointment of Shareholder Representative. (a) Each Shareholder, by approval of this Agreement (whether or not such Shareholder votes in favor of this Agreement) and by accepting the Estimated Per Share Merger Consideration and the Final Per Share Merger Consideration, hereby irrevocably constitutes and appoints Xxxxxx X. Xxxx as the true and lawful agent and attorney-in-fact (the “Shareholder Representative”) with the powers set forth herein. If Xxxxxx X. Xxxx is unwilling or unable to serve as Shareholder Representative, a successor Shareholder Representative shall be appointed by a plurality of Persons who held Outstanding Shares immediately prior to the Effective Time, with each such Person voting based on the number of Outstanding Shares so held. The absence of a Shareholder Representative, due to resignation or any other reason whatsoever, shall not impair or prejudice any right or remedy Parent may have at law or equity or under the terms of this Agreement. (b) Parent shall be entitled to rely upon any communication or writings given by or to, or executed by, the Shareholder Representative. All notices to be sent to any Shareholder pursuant to this Agreement or any other agreement contemplated hereby or delivered in connection herewith may be addressed to the Shareholder Representative and any notice so sent or delivered shall be deemed proper and sufficient notice to each Shareholder hereunder. The Shareholders hereby consent and agree that the Shareholder Representative is authorized to accept and deliver notice on behalf of each Shareholder pursuant hereto and pursuant to all other agreements contemplated hereby or delivered in connection herewith and to deliver waivers and consents on behalf of each Shareholder. (c) The Shareholder Representative is hereby appointed as representative and constituted the true and lawful attorney-in-fact of each Shareholder with full power in his, her, or its name and on his, her, or its behalf to act according to the Shareholders for purposes terms of this Agreement and the Escrow Agreement. Shareholder Approval of this Agreement shall include confirmation of and all other agreements contemplated hereby or thereby or delivered in connection herewith or therewith in the authority absolute discretion of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the in general to do all things and to perform all acts of the Shareholder Representative for all purposes permitted hereunder and under including amending this Agreement or the Escrow Agreement. Agreement (bother than to reduce the Final Per Share Merger Consideration by more than one percent (1%)) The Shareholder Representative shall have full power of substitution to act in the nameand executing and delivering all agreements, place certificates, receipts, instructions and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation other instruments contemplated by or arbitration deemed advisable in connection with this Agreement or the Escrow Agreement; . This power of attorney and all authority hereby conferred is granted subject to the interest of the other Shareholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and coupled with an interest and shall not be terminated by any act of any Shareholder or by operation of law, whether by death or other event. In addition to the foregoing, the Shareholder Representative shall have full power to do or refrain from doing all such further acts and things authority on behalf of the Shareholders that to (i) take any action which the Shareholder Representative deems necessary is required or appropriate in his sole discretion, and permitted to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims take under this Agreement. , the Escrow Agreement and related documents and (cii) If the Shareholder Representative dies or negotiate, settle and compromise and otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest handle all claims of the Shareholders (such majority in interest Parent Parties with respect to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 hereto)Company Related Damages. (d) Nothing in this Agreement is intended, and nothing in this Agreement shall be interpreted as, imposing upon the Shareholder Representative, as the agent and attorney-in fact for the Shareholders any personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The Shareholder Representative shall act for the Shareholders in the manner and any agent employed by the Shareholder Representative believes shall not have any liability to be in any Shareholder related to the best interest Shareholder Representative’s duties hereunder, except for intentional fraud, willful misconduct or bad faith. The Shareholders agree to indemnify and hold the Shareholder Representative harmless (based on such Shareholder’s Pro-Rata Portion) against any loss, liability or expense incurred without fraud, willful misconduct or bad faith on the part of the Shareholders Shareholder Representative, arising out of or in connection with carrying out its duties hereunder, including the costs and consistent expenses of defending against any claim of liability in connection with his obligations under this Agreement, but shall have no the exercise or performance of any of its powers or duties or obligations except as specifically set forth in this Agreement. hereunder (including reasonable attorney’s fees and expenses). (e) In acting as representative furtherance of the Shareholdersits role, the Shareholder Representative shall be entitled to incur such reasonable costs and expenses as the Shareholder Representative may rely upondeem appropriate under the circumstances, which expenses may include, but shall not be limited to, hiring attorneys, accountants, appraisers, and other professional advisors. Each Shareholder shall be protected in acting or refraining from acting upon, an opinion or advice responsible to reimburse the Shareholder Representative for such Shareholder’s Pro Rata Portion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine all such costs and to have been signed or presented expenses incurred by the proper party or partiesShareholder Representative within ten days of written notification from the Shareholder Representative. The Shareholder Representative shall not receive a fee of $2,000.00 per month for his services, which amount shall be personally liable to paid from the Shareholders Shareholder Fund Amount (it being understood that neither the Surviving Corporation, Parent, Newco nor any of their respective Affiliates shall have any liability or obligation for any action taken, suffered costs or omitted expenses relating to or incurred by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligence).

Appointment of Shareholder Representative. (a) Each Seller hereby irrevocably constitutes and appoints Bxxxx X. Xxxxx as shareholder representative (the “Shareholder Representative”) for the purpose of representing such Seller in connection with this Agreement, including, but not limited to, consenting to, compromising, paying, and resolving all matters relating to Section 2.03 and any indemnification or other obligations arising under ARTICLE VI or ARTICLE VII. The appointment of Bxxxx X. Xxxxx as Shareholder Representative is coupled with an interest and all authority hereby appointed as representative conferred shall be irrevocable and shall not be terminated by any Seller without the consent of the Shareholders for purposes of this Agreement and the Escrow AgreementBuyer. Shareholder Approval of this Agreement Such appointment shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely be binding upon the acts heirs, executors, administrators, estates, personal representatives, successors, and assigns of the each Seller. All out-of-pocket expenses incurred by Shareholder Representative for all purposes permitted in the performance of his duties hereunder (including attorneys’ and under accountants’ fees) shall be borne by Sellers in proportion to their Applicable Percentage, and neither the Escrow AgreementAcquired Companies nor Buyer shall have any liability with respect thereto. (b) The In furtherance and not in limitation of the authority granted to Shareholder Representative shall have full power herein, each Seller, for himself or itself and his or its respective heirs, executors, administrators, successors, and assigns, hereby authorizes Shareholder Representative without notice to such Seller hereunder to: (i) waive any provision of substitution this Agreement; (ii) make and receive notices and other communications pursuant to act this Agreement, including any service of process in the name, place and stead any legal action or other proceeding arising out of or related to this Agreement or any of the Shareholders transactions hereunder; (iii) settle any dispute, claim, action, suit, or proceeding arising out of or related to this Agreement on behalf of any or all Sellers, including by consenting to the entry of any confession of judgment in all matters connection therewith, as further provided in Section 8.03(c); (iv) appoint or provide for successor agents, with the consent of Buyer, such consent not to be unreasonably withheld; and (v) pay any expenses incurred or which may be incurred by or on behalf of Sellers in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include In the following powers, without limitation: the power to act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim on behalf event of the Shareholders and to transact matters failure or refusal of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary to continue to act as Shareholder Representative, Sellers shall promptly appoint one of the remaining Sellers as their agent for purposes of this Section 8.03 within fifteen (15) days following such failure or appropriate in his sole discretion, and to execute all such documents as the refusal. No designation by Sellers of a successor Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this AgreementAgreement shall become effective until notice of such designation is delivered to Buyer. (c) If Any claim, action, suit, or other proceeding, whether in Law or equity, to enforce any right, benefit, or remedy granted to Sellers under this Agreement, or to defend, negotiate, or settle a claim, right, benefit, or remedy asserted by Buyer under this Agreement relating to a matter within the scope of Shareholder Representative dies or otherwise becomes incapacitated Representative’s authority specified in Section 8.03(a) may be asserted, brought, prosecuted, maintained, defended, negotiated, and unable to serve as settled only by Shareholder Representative, his successor and Sellers hereby irrevocably waive any right to take any actions with respect to such claims, actions, suits, or proceedings in their own name. Each Seller consents and agrees that any claim, action, suit, or other proceeding, whether in Law or equity, to enforce any right, benefit, or remedy granted to Buyer under this Agreement relating to a matter within the scope of Shareholder Representative’s authority specified in Section 8.03(a) may be asserted, brought, prosecuted, or maintained by Buyer against Sellers by service of process on Shareholder Representative and without the necessity of serving process on, or otherwise joining or naming as a defendant in such claim, action, suit, or other proceeding, any Seller. For this purpose, each Seller hereby irrevocably stipulates and agrees that Shareholder Representative is a proper party defendant to represent its interests in any such proceeding and to appear on its behalf for all purposes therein, and that service of process upon Shareholder Representative shall be appointed effective to bind such Seller for all purposes of any such proceeding. Each Seller hereby irrevocably waives any and all rights it may have to object to jurisdiction or venue in any proceeding in which service of process is served upon Shareholder Representative on such Seller’s behalf. With respect to any matter within the scope of authority granted to Shareholder Representative under this Section 8.03, Sellers shall be bound by, and Buyer shall be entitled to rely upon, any determination in favor of or against Shareholder Representative or the terms of any settlement or release to which Shareholder Representative shall become a party, including any confession of judgment or other stipulation or settlement granted or entered into by a majority Shareholder Representative on their behalf. The Buyer Indemnified Parties shall be entitled to rely upon any action taken and any agreements or amendments entered into by Shareholder Representative in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Consideration his or its capacity as set forth on Schedule 12.4 hereto)such. (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders Sellers acknowledge and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.13. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and agree that the Shareholder Representative shall not have any fiduciary duties to any Seller and shall be responsible obligated to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this AgreementSellers only to act in good faith. No bond Shareholder Representative shall be required entitled to rely on, among other things, such information presented by and statements and opinions of the Shareholder Representativeattorneys, accountants, and the Shareholders jointly other professionals and severally shall indemnify the Persons which Shareholder Representative with respect in good faith believes to any and all decisions made or actions taken in be within the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligencecompetence of such Persons.

Appointment of Shareholder Representative. By virtue of the vote of the shareholders of the Company approving and adopting this Agreement and the Merger in accordance with the provisions of Section 8.2 and effective upon the time of the Merger, and without any further act of any of the shareholders of the Company: (a) The SK Shareholder Representative is Services, LLC shall be hereby appointed as the representative (the “Shareholder Representative”) of the Shareholders Company Equityholders and as the attorney-in-fact and agent for and on behalf of each Company Equityholder for purposes of this Agreement and the Escrow Agreement. , with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Company Equityholder, and will take such actions to be taken by the Shareholder Approval of Representative under this Agreement shall include confirmation and the Escrow Agreement and such other actions on behalf of the authority Company Equityholders as the Shareholder Representative may deem necessary or appropriate to consummate the transactions contemplated hereby and thereby, including (i) taking all actions and making all filings on behalf of the Company Equityholders with any Governmental Entity or other Person necessary to effect the consummation of the transactions contemplated by this Agreement, (ii) agreeing to, negotiating, entering into settlements and compromises of, and complying with orders of courts with respect to any claims under this Agreement, (iii) pursuing, defending and settling any indemnification claims hereunder and doing all things and taking all actions the Shareholder Representative. ParentRepresentative may consider necessary or proper to resolve any indemnification claims, First Acquisition Corp., Second Acquisition Corp. and (iv) taking all other actions that are either (A) necessary or appropriate in the Company may rely upon the acts judgment of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the name, place and stead accomplishment of the Shareholders in all matters in connection with foregoing or (B) contemplated by the terms of this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power Representative will not be liable to any Company Equityholder for any act for the Shareholders with regard to indemnification obligations hereunder; the power to compromise any claim taken or omitted by it on behalf of the Shareholders and to transact matters shareholders of litigation or arbitration in connection with the Corporation as permitted under this Agreement or the Escrow Agreement; the power to do , except if such act is taken or refrain from doing all such further acts and things on behalf of the Shareholders that the omitted in bad faith or by willful misconduct. The Shareholder Representative deems necessary will also be fully protected in relying upon any written notice, demand, certificate or appropriate document that it in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest good faith believes to be determined in accordance with the pro rata amounts of the Merger Consideration as set forth on Schedule 12.4 heretogenuine (including facsimiles thereof). (db) The Shareholder Representative holders of Company Common Stock shall act for the Shareholders in the manner indemnify the Shareholder Representative believes to be in the best interest of the Shareholders for, and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. In acting as representative of the Shareholders, hold the Shareholder Representative may rely uponharmless against, any loss, liability or expense incurred without willful misconduct or bad faith on the part of the Shareholder Representative, arising out of or in connection with the Shareholder Representative’s carrying out its duties under this Section 12.2, including costs and shall be protected in acting or refraining from acting upon, an opinion or advice expenses of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by successfully defending the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for against any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion claim of the rights or powers conferred upon him by this Section 7.13liability with respect thereto. The Shareholder Representative may consult with counsel of its own choice and any advice of such counsel shall be will have full and complete authorization and protection in respect to for any action taken or and suffered or omitted by him in such capacity it in good faith and in accordance with such the opinion of such counsel. The Shareholder Representative may perform his duties . (c) This appointment and power of attorney shall be deemed as Shareholder Representative either directly coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or by incapacity or through his agents liquidation or attorneysdissolution of any Company Equityholder or the occurrence of any other event or events, and the Shareholder Representative shall may not be responsible to the Shareholders for any misconduct or negligence on the part terminate this power of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made Company Equityholder or actions taken in its successors or assigns without the capacity as Shareholder Representativeconsent of Acquiror. A decision, other than for act, consent or instruction of the Shareholder Representative’s willful misconduct Representative hereunder shall constitute a decision, act, consent or gross negligenceinstruction of all Company Equityholders and shall be final, binding and conclusive upon each such Company Equityholder, and Acquiror may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent or instruction of each and every such Company Equityholder.

Appointment of Shareholder Representative. (a) The Shareholder Representative is hereby appointed as representative of the Shareholders for purposes of this Agreement and the Escrow Agreement. Shareholder Approval approval of this Agreement shall include confirmation of the authority of the Shareholder Representative. Parent, First Acquisition Corp., Second Acquisition Corp. and the Company may rely upon the acts of the Shareholder Representative for all purposes permitted hereunder and under the Escrow Agreement. (b) The Shareholder Representative shall have full power of substitution to act in the name, place and stead of the Shareholders in all matters in connection with this Agreement and the Escrow Agreement. The Shareholder Representative’s power shall include the following powers, without limitation: the power to act for the Shareholders with regard to the calculation of the Cash Earnout Consideration and indemnification obligations hereunder; the power to compromise any claim on behalf of the Shareholders and to transact matters of litigation or arbitration in connection with this Agreement or the Escrow Agreement; the power to do or refrain from doing all such further acts and things on behalf of the Shareholders that the Shareholder Representative deems necessary or appropriate in his sole discretion, and to execute all such documents as the Shareholder Representative shall deem necessary or appropriate, in connection therewith; and the power to receive service of process in connection with any claims under this Agreement. (c) If the Shareholder Representative dies or otherwise becomes incapacitated and unable to serve as Shareholder Representative, his successor shall be appointed by a majority in interest of the Shareholders (such majority in interest to be determined in accordance with the pro rata amounts of the Merger Equity Consideration as set forth on Schedule 12.4 2.2 hereto). (d) The Shareholder Representative shall act for the Shareholders in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with his obligations under this Agreement, but shall have no duties or obligations except as specifically set forth in this Agreement. , In acting as representative of the Shareholders, the Shareholder Representative may rely upon, and shall be protected in acting or refraining from acting upon, an opinion or advice of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order arbitrator’s award, appraisal, bond or other paper or documents reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Shareholder Representative shall not be personally liable to the Shareholders for any action taken, suffered or omitted by him in good faith and reasonably believed by him to be authorized or within the discretion of the rights or powers conferred upon him by this Section 7.137.12. The Shareholder Representative may consult with counsel and any advice of such counsel shall be full and complete authorization and protection in respect to any action taken or suffered or omitted by him in such capacity in good faith and in accordance with such opinion of counsel. The Shareholder Representative may perform his duties as Shareholder Representative either directly or by or through his agents or attorneys, and the Shareholder Representative shall not be responsible to the Shareholders for any misconduct or negligence on the part of any agent or attorney appointed with due care by him under this Agreement. No bond shall be required of the Shareholder Representative, and the Shareholders jointly and severally shall indemnify the Shareholder Representative with respect to any and all decisions made or actions taken in the capacity as Shareholder Representative, other than for the Shareholder Representative’s willful misconduct or gross negligence.