Common use of Appointment of Shareholder Representative Clause in Contracts

Appointment of Shareholder Representative. (a) Each of FP and, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the FP Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by FP and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment.

Appointment of Shareholder Representative. (a) Each of FP and, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably The Shareholders hereby appoint the FP Shareholder Representative its Butnaru as his agent and true and lawful attorney-in-fact, with full power and authority (including power of substitution), to take the actionsexcept as otherwise expressly provided in this Agreement, receive notices and exercise the powers delegated to the FP Shareholder Representative under this Agreement in the name of each and for and on behalf such Shareholder, together or in such person's own name as the Shareholders Representative, to take all actions required or permitted under this Agreement (including giving and receiving all accountings, reports, notices and consents, and negotiating, entering into settlements and compromises of, and demanding arbitration and complying with such actions orders of courts and powers as are reasonably incidental theretoawards of arbitrators with respect to claims under this Agreement). Notwithstanding The authority conferred under this Section 10.3 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the foregoingShareholders, or any of them, or by operation of law, whether by the death or incapacity of any Shareholder, the FP Shareholder termination of any trust or estate or the occurrence of any other event. If Butnaru dies or becomes legally incapacitated and unable to serve as the Shareholders Representative, the successor Shareholders Representative shall not take be designated in writing by Butnaru's estate or legal representative. If any individual Shareholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Shareholders Representative pursuant to this Section 10.3 shall be as valid as if such death or exercise any power incapacity, termination or other event had not occurred, regardless of whether or not the Shareholders Representative shall have received notice of such death, incapacity, termination or other event. Any notice given to the extent that Shareholders Representative pursuant to Section 10.4 shall constitute effective notice to the holders of Shareholders. Any other party to this Agreement or any other Person may rely on any notice, consent, election or other communication received from the majority of the Company Securities held by FP and its Permitted Transferees shall have voted to prevent the Shareholder Shareholders Representative as if such notice, consent, election or other communication had been received from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are all Shareholders. The entity appointed Shareholders Representative will not be liable to any Shareholder for any act done or omitted hereunder as Shareholders Representative while acting in good faith and in the FP Shareholder Representative may be replaced at exercise of reasonable judgment. The other Shareholders will severally indemnify and hold harmless the Shareholders Representative, against any time and from time to time by all loss, liability or expense incurred without negligence or bad faith on the vote of a majority part of the Company Securities held by FP Shareholders Representative and its Permitted Transferees. Either arising out of FP or in connection with the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action acceptance or exercise any power to the extent that the holders administration of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentShareholders Representative's duties hereunder.

Appointment of Shareholder Representative. In the event the Merger is approved by the shareholders of the Company in accordance with the DGCL, upon and by such approval, and without further act of any shareholder, each shareholder shall be deemed to have appointed and accepted the Principal Shareholder (a) Each of FP andthe "SHAREHOLDER REPRESENTATIVE"), to the extent that any Permitted Transferee of FP shall have become a Shareholder, as such Shareholder irrevocably appoint the FP Shareholder Representative its agent shareholder's representative and true and lawful attorney-in-factfact and agent to act in such shareholder's name, with full power of substitution, place and stead to take the actions, receive notices any actions which may be necessary and exercise the powers delegated desirable with respect to the FP Post-Closing Contingent Consideration, and to execute in the name and on behalf of such shareholder any agreement, certificate, instrument or document to be delivered by the shareholders in connection with the Post-Closing Contingent Consideration. If the Shareholder Representative shall resign, die, or become unable to act as the Shareholder Representative, Xxxx Xxxxxxxx shall automatically be appointed as a replacement. Any such successor Shareholder Representative shall have the same powers and duties as if appointed as the original Shareholder Representative hereunder. The Shareholder Representative or the shareholders shall promptly notify Parent of the appointment of a successor Shareholder Representative. By approval of the Merger as aforesaid, each shareholder of the Company (other than the Shareholder Representative) agrees to jointly and severally, indemnify the Shareholder Representative for, and hold him harmless against, any loss, liability, claim or expense, including reasonable attorney's fees, arising out of or in connection with his duties as Shareholder Representative under this Agreement Merger Agreement, including the costs and expenses of defending himself against any such loss, liability, claim or expense in the name connection herewith, unless such loss, liability, claim or expense shall have been determined by a court of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the FP Shareholder Representative shall not take any action or exercise any power competent jurisdiction to the extent that the holders be a result of the majority of the Company Securities held by FP and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action Representative's gross negligence or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentintentional misconduct. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment.

Appointment of Shareholder Representative. Each holder of Shares shall, by virtue of such holder's execution and delivery of a Letter of Transmittal, be deemed to constitute and appoint Joanna Franyie Romano, xxxx xxxx xxxxx xx xxxxtitution and resubstitution, for him/her and in his/her name, place and stead, or, in the case of xxx/xer death or incapacity, any replacement representative appointed in writing by those holders of Shares who held a majority of outstanding Shares (aon a fully diluted basis) immediately preceding the Closing and their respective heirs, successors and assigns (the "Shareholder Representative") to act as the representative of any and all of such holders with respect to any matter arising in connection with this Agreement and to make on behalf of any or all holders, individually and collectively, any decisions and take all actions that they would be entitled to make pursuant to this Agreement (but for the appointment of the Shareholder Representative) including any decision or action that may prejudice the rights of any holder or may have an adverse effect with respect to any holder. The Shareholder Representative shall be considered a nominee and agent of the holders of Shares. Any decision or action of the Shareholder Representative made on behalf of any or all holders of Shares shall be binding on such holders, their heirs, successors and assigns. The Buyer and Merger Sub shall, with respect to any decision or action by the Shareholder Representative, be entitled to rely upon any written notice, instruction, certificate or request of the Shareholder Representative. Each holder of FP andShares, by virtue of such holder's execution and delivery of a Letter of Transmittal, agrees severally, but not jointly, to indemnify and hold harmless the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its agent from and true against all obligations, liabilities, claims, costs, fees, expenses (including costs and lawful attorneyexpenses of counsel) owed or due to any third party (including any other holder) of whatsoever nature and kind arising out of, associated with or resulting from the exercise by the Shareholder Representative, or the failure to exercise by the Shareholder Representative, of his/her powers and the performance or non-in-factperformance of his/her duties hereunder, with full power provided that the foregoing shall be inapplicable in any case of substitution, to take gross negligence or willful misconduct on the actions, receive notices and exercise part of the powers delegated to the FP Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental theretoRepresentative. Notwithstanding the foregoing, the FP The Shareholder Representative shall not take be liable to the holders for any action taken or exercise any power to the extent that the holders of the majority of the Company Securities held omitted by FP and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative in good faith under this Agreement in the name of each such ShareholderAgreement, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action except for gross negligence or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentwillful misconduct.

Appointment of Shareholder Representative. Xxxxxx Xxxxxxxxxx (aor another person designated by the Company) Each shall, by virtue of FP andthe Merger and the resolutions to be adopted at the Company Shareholders Meeting, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder be irrevocably appoint the FP Shareholder Representative its agent and true and lawful appointed attorney-in-factfact and authorized and empowered to act, for and on behalf of any or all of the shareholders of the Company (with full power of substitution, to take ) in connection with the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative under indemnification provisions of this Agreement in as they relate to such shareholders generally, the name Escrow Agreement, the notice provisions of each this Agreement and such Shareholder, together with such actions and powers other matters as are reasonably incidental necessary for the consummation of the transactions contemplated hereby, including to act as the representative of such shareholders to review and authorize all claims and other payments authorized or directed by the Escrow Agreement and dispute or question the accuracy thereof, to compromise on their behalf with inTEST any claims asserted thereunder and to authorize payments to be made with respect thereto, and to take such further actions as are authorized in this Agreement. Notwithstanding The above-named representative, as well as any subsequent representative of the foregoingshareholders of the Company appointed by such representative (or, after such representative's death or incapacity, elected by vote of holders of a majority of capital stock of the FP Company outstanding immediately prior to the Merger), is referred to herein as the "Shareholder Representative." The Shareholder Representative shall not take be liable to any stockholder of the Company, inTEST, Newsub, the Surviving Corporation or any other person with respect to any action taken or exercise any power omitted to be taken by the extent that Shareholder Representative under or in connection with this Agreement or the holders Escrow Agreement unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the majority Shareholder Representative. The shareholders of the Company Securities held by FP shall severally indemnify and its Permitted Transferees shall have voted to prevent hold the Shareholder Representative from taking harmless against any loss, liability or expense incurred without fraud, gross negligence, willful misconduct or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the duties of the Shareholder Representative hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative. Each of inTEST and Newsub and each of their respective affiliates shall be entitled to rely on such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for appointment and treat the FP and its Permitted Transferees that are Shareholders. The entity appointed Shareholder Representative as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful duly appointed attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name fact of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders shareholder of the majority Company. Each shareholder of the Company Securities held who votes in favor of the Merger pursuant to the terms hereof, by TBW such vote, without any further action, and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority each shareholder of the Company Securities held who receives shares of inTEST Stock in connection with the Merger, by TBW acceptance thereof and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of without any further action, confirms such appointment as promptly as practicable after and authority and acknowledges and agrees that such appointmentappointment is irrevocable and coupled with an interest, it being understood that the willingness of inTEST and Newsub to enter into this Agreement is based, in part, on the appointment of a representative to act on behalf of the shareholders of the Company.

Appointment of Shareholder Representative. By virtue of the adoption of this Agreement and the approval of the Merger by the Company Shareholders, each Participating Rights Holder (aregardless of whether or not such Participating Rights Holder votes in favor of the adoption of the Agreement and the approval of the Merger, whether at a meeting or by written consent in lieu thereof) Each shall be deemed to have appointed, effective from and after the Effective Time of FP andthe Merger, Xxxxx Xxxxxxx and Xxxxxx Xxxxxx (each a “Joint Representative”) to act jointly as the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative under this Agreement in accordance with the terms of this Section 2.5 and the Escrow Agreement. For clarity, each Joint Representative, acting jointly, shall be deemed the Shareholder Representative, and all actions required or permitted to be approved by the Shareholder Representative shall be deemed approved when approved by both Joint Representatives. If either Xxxxx Xxxxxxx or Xxxxxx Xxxxxx resigns, is removed or is no longer able to perform duties as a Joint Representative, the remaining Joint Representative shall continue as a sole Shareholder Representative, with the authority to act alone and to exercise all powers of the Shareholder Representative without the approval or joint action of another person. In the event that both Xxxxx Xxxxxxx and Xxxxxx Xxxxxx have resigned, are removed or are no longer able to perform duties as Joint Representative or as sole Shareholder Representative, as the case may be, a successor Shareholder Representative shall be selected from the following list, in the order specified, to serve as the sole Shareholder Representative, with power to act alone as the Shareholder Representative: (1) Xxxxxxx Xxxxxx, (2) Xxxxxxx Xxxxxxxx and (3) Xxxx Xxxxxx. Notwithstanding anything to the contrary in this Agreement or the Escrow Agreement: (i) unless removed, with the consent of the next enumerated successor named in the foregoing list, an outgoing sole Shareholder Representative may designate a successor Shareholder Representative different than such enumerated successor; (ii) if no enumerated successors remain in the foregoing list, an outgoing sole Shareholder Representative, unless removed, may designate a successor without the consent of any other person or Participating Rights Holder; provided, such outgoing Shareholder Representative shall use commercially reasonable efforts to provide notice of the name and address of each such Shareholder, together with such actions and powers as are reasonably incidental theretosuccessor to the Participating Rights Holders representing at least three-fourths of the Escrowed Funds then in possession of the Escrow Agent. Notwithstanding the foregoing, or anything else to the FP contrary in the Agreement or the Escrow Agreement, the Participating Rights Holders entitled to a majority in amount of the Escrowed Funds then in the possession of the Escrow Agent may by written action remove a Joint Representative or sole Shareholder Representative or appoint a new Shareholder Representative, whether or not named above, or may change the order of succession specified above. Any person appointed to replace a former Joint Representative or sole Shareholder Representative shall not take any action or exercise any power execute a statement agreeing to perform the duties set forth in this Section 2.5 and such appointment shall become effective upon delivery of such statement to the extent that Parent and the holders of the majority of the Company Securities held by FP and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentSurviving Corporation. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment.

Appointment of Shareholder Representative. Elekom and the Shareholders hereby appoint Xxxx Xxxxxx, or his designated successor agreeable to Preferred Shareholders holding more than fifty percent (a50%) Each of FP andthe potential liability set forth on Exhibit A, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP serve as Shareholder Representative its agent for all purposes pertaining to this Agreement, who shall be authorized to make all decisions and true elections of the Shareholders hereunder and lawful agree that the SFI Indemnitees shall be entitled to rely on all actions, decisions, and notice of the Shareholder Representative. The Shareholder Representative has been appointed by Elekom and the Shareholders as their attorney-in-fact, with full power for the giving and receipt on their behalf of substitutionall notices, to take instructions and deliveries and for the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative taking on their behalf of all other actions under this Agreement and the Merger Agreement, to serve in such capacity until such time as SFI and the Escrow Agent have received joint written notice from all Shareholders that they have appointed a new Shareholders Representative. Accordingly, except as otherwise set forth herein and the Merger Agreement, the Shareholder Representative has unlimited authority and power to act on behalf of the Shareholders with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising hereunder, provided such actions by the Shareholder Representative are taken in good faith in the name exercise of each such Shareholder, together with such actions and powers reasonable judgment. Except as are reasonably incidental thereto. Notwithstanding the foregoingotherwise set forth herein, the FP Shareholder shall be bound by all actions taken by the Shareholder Representative in connection with this Agreement, and the Escrow Agent, Elekom and SFI shall be entitled to rely on any action or decision of the Shareholder Representative in accordance herewith. The Shareholder Representative shall be entitled to reimbursement out of the remaining amount of Escrow Funds on the Escrow Termination Date, prior to distribution of such funds, for any reasonable out-of-pocket expenses incurred by the Shareholder Representative in connection with the performance of the representation duties under this Agreement or the Merger Agreement, including, without limitation, legal fees and expenses. No bond shall be required of the Shareholders Representative, and the Shareholders Representative shall not receive compensation for his or her services. The Shareholder Representative shall not take be liable for any action act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise any power of reasonable judgment. The Shareholders on whose behalf the Escrow Funds were contributed to the extent that Escrow shall severally indemnify the holders Shareholders Representative and hold the Shareholders Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the majority Shareholders Representative and arising out of or in connection with the acceptance or administration of the Company Securities held by FP Shareholders Representative's duties hereunder, including the reasonable fees and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at expenses of any time and from time to time legal counsel retained by the vote Shareholders Representative in connection with his representation of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentShareholders. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment.

Appointment of Shareholder Representative. (a) Each of FP andThe Shareholders irrevocably make, constitute and appoint Xxxx X. Xxxx to act as the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its Shareholders’ representative and agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative for all purposes under this Agreement in (the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the FP “Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by FP and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentRepresentative”). (b) Each Should the Shareholder Representative resign or be unable to serve, the Shareholders having received a majority of TBW andthe Aggregate Transaction Consideration shall -11- (d) Any notice, direction or communication received by Parent, Merger Sub or the Surviving Corporation from the Shareholder Representative, or delivered to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-factby Parent, with full power of substitutionMerger Sub or the Surviving Corporation, to take shall be binding upon the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental theretoShareholders. Notwithstanding the foregoing, the TBW The Shareholder Representative shall not take any action or exercise any power act in all matters on behalf of the Shareholders, and Parent, Merger Sub and, after the Closing, the Surviving Corporation shall be entitled to rely on the actions of the Shareholder Representative as the actions of the Shareholders. Parent, Merger Sub and the Surviving Corporation may deliver notices and communications to the extent that Shareholders hereunder through the holders Shareholder Representative at the address set forth in this Agreement for notices, and such delivery shall be deemed to have been made to any or all of the majority 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 Company Securities held by TBW 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 its Permitted Transferees shall have voted to prevent not jointly, indemnify and hold harmless the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as against any and all (i) reasonable legal fees incurred by the TBW Shareholder Representative may be replaced at any time and from time to time by in connection with the vote of a majority performance or administration of the Company Securities held by TBW Shareholder Representative’s duties hereunder and its Permitted Transferees. Either of TBW (ii) Damages asserted against, resulting to, or imposed upon, or incurred or suffered by, the new TBW Shareholder Representative shall notify (except to the Company extent resulting from the gross negligence or willful misconduct on the part of such appointment as promptly as practicable after such appointment.the Shareholder Representative) arising out of or in connection with the acceptance, performance or administration of the Shareholder Representative’s duties hereunder. 1.14

Appointment of Shareholder Representative. Elekom and the ----------------------------------------- Shareholders hereby appoint Xxxx Xxxxxx, or his designated successor agreeable to Preferred Shareholders holding more than fifty percent (a50%) Each of FP andthe potential liability set forth on Exhibit A, to the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP serve as Shareholder Representative its agent for all purposes pertaining to this Agreement, who shall be authorized to make all decisions and true elections of the Shareholders hereunder and lawful agree that the SFI Indemnitees shall be entitled to rely on all actions, decisions, and notice of the Shareholder Representative. The Shareholder Representative has been appointed by Elekom and the Shareholders as their attorney-in-fact, with full power for the giving and receipt on their behalf of substitutionall notices, to take instructions and deliveries and for the actions, receive notices and exercise the powers delegated to the FP Shareholder Representative taking on their behalf of all other actions under this Agreement and the Merger Agreement, to serve in such capacity until such time as SFI and the Escrow Agent have received joint written notice from all Shareholders that they have appointed a new Shareholders Representative. Accordingly, except as otherwise set forth herein and the Merger Agreement, the Shareholder Representative has unlimited authority and power to act on behalf of the Shareholders with respect to this Agreement and the disposition, settlement or other handling of all claims, rights or obligations arising hereunder, provided such actions by the Shareholder Representative are taken in good faith in the name exercise of each such Shareholder, together with such actions and powers reasonable judgment. Except as are reasonably incidental thereto. Notwithstanding the foregoingotherwise set forth herein, the FP Shareholder shall be bound by all actions taken by the Shareholder Representative in connection with this Agreement, and the Escrow Agent, Elekom and SFI shall be entitled to rely on any action or decision of the Shareholder Representative in accordance herewith. The Shareholder Representative shall be entitled to reimbursement out of the remaining amount of Escrow Funds on the Escrow Termination Date, prior to distribution of such funds, for any reasonable out-of-pocket expenses incurred by the Shareholder Representative in connection with the performance of the representation duties under this Agreement or the Merger Agreement, including, without limitation, legal fees and expenses. No bond shall be required of the Shareholders Representative, and the Shareholders Representative shall not receive compensation for his or her services. The Shareholder Representative shall not take be liable for any action act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise any power of reasonable judgment. The Shareholders on whose behalf the Escrow Funds were contributed to the extent that Escrow shall severally indemnify the holders Shareholders Representative and hold the Shareholders Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the majority Shareholders Representative and arising out of or in connection with the acceptance or administration of the Company Securities held by FP Shareholders Representative's duties hereunder, including the reasonable fees and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at expenses of any time and from time to time legal counsel retained by the vote Shareholders Representative in connection with his representation of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentShareholders. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as the TBW Shareholder Representative may be replaced at any time and from time to time by the vote of a majority of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment.

Appointment of Shareholder Representative. (a) Each of FP and, to Indemnitor ----------------------------------------- constitutes and appoints the extent that any Permitted Transferee of FP shall have become a Shareholder, such Shareholder irrevocably appoint the FP Shareholder Representative its agent and as his or her true and lawful attorney-in-factfact to act for and on behalf of such Indemnitor in all matters relating to or arising out of this Article 10 and the liability or asserted liability of such Indemnitor hereunder, including specifically, but without limitation, accepting and agreeing to the liability of such Indemnitor with respect to any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with full power respect to any Indemnification Claim and prosecuting and resolving such dispute as herein provided, accepting the defense, compromise and settlement of substitutionany Third Party Claim on behalf of such Indemnitor or refusing to accept the same, to take settling and compromising the actionsliability of such Indemnitor hereunder, receive notices instituting and exercise prosecuting such actions (including arbitration proceedings) as the powers delegated to the FP Shareholder Representative under this Agreement shall deem appropriate in the name connection with any of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any of the FP foregoing, all for the account of the Indemnitor, such Indemnitor agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative shall not take any action or exercise any power taken and done pursuant to the extent that the holders of the majority of the Company Securities held by FP authority herein granted. Each Indemnitor hereby agrees to indemnify and its Permitted Transferees shall have voted to prevent save and hold harmless the Shareholder Representative from taking such action or exercising such power. "FP SHAREHOLDER REPRESENTATIVE" means FP, as agent for the FP and its Permitted Transferees that are Shareholders. The entity appointed as the FP Shareholder Representative may be replaced at any time and from time to time liability incurred by the vote of a majority of the Company Securities held by FP and its Permitted Transferees. Either of FP or the new FP Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointment. (b) Each of TBW and, to the extent that any Permitted Transferee of TBW shall have become a Shareholder, such Shareholder irrevocably appoint the TBW Shareholder Representative its agent and true and lawful attorney-in-fact, with full power of substitution, to take the actions, receive notices and exercise the powers delegated to the TBW Shareholder Representative under this Agreement in the name of each such Shareholder, together with such actions and powers as are reasonably incidental thereto. Notwithstanding the foregoing, the TBW Shareholder Representative shall not take any action or exercise any power to the extent that the holders of the majority of the Company Securities held by TBW and its Permitted Transferees shall have voted to prevent the Shareholder Representative from taking such action based upon or exercising such power. "TBW SHAREHOLDER REPRESENTATIVE" means TWB as agent for TBW and its Permitted Transferees that are Shareholders. The entity appointed as arising out of any act, whether of omission or commission, of the TBW Shareholder Representative may be replaced at any time and from time pursuant to time the authority herein granted, other than acts, whether of omission or commission, of the Shareholder Representative that constitute gross negligence or willful misconduct in the exercise by the vote of a majority Shareholder Representative of the Company Securities held by TBW and its Permitted Transferees. Either of TBW or the new TBW Shareholder Representative shall notify the Company of such appointment as promptly as practicable after such appointmentauthority herein granted.