Common use of Appointment of Shareholder Representative Clause in Contracts

Appointment of Shareholder Representative. Each Seller hereby designates the Shareholder Representative as the representative of all Sellers and as the attorney-in-fact and agent for and on behalf of each such Seller with respect to claims for indemnification under this Section 8 and Section 9 hereof and the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreement, including, without limitation, the exercise of the power to: (a) control the defense of, agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; (b) arbitrate, resolve, settle or compromise any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; and (c) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative will have authority and power to act on behalf of each Seller with respect to the disposition, settlement or other handling of all claims for indemnification by Buyer under this Section 8 or Section 9 hereof. Sellers will be bound by all actions taken and documents executed by the Shareholder Representative in connection with claims for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer will be entitled to rely on any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, the Shareholder Representative will not be liable to any Seller in the absence of fraud, gross negligence or willful misconduct on the part of the Shareholder Representative. Sellers shall jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, 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’s duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of this Section 8.5 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from the Shareholder Representative Expense Amount. For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees and expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereunder.

Appointment of Shareholder Representative. (a) Each Seller Shareholder hereby designates the Shareholder Representative as the representative of all Sellers makes, constitutes and as the attorney-in-appoints Shosxxxx xx be such Shareholder's true and lawful attorney in fact and agent (the "Shareholder Representative"), for such Shareholder and on behalf in such Shareholder's name, as effectively as such Shareholder could act for such Shareholder with full power of each such Seller with respect substitution in the premises, to claims for indemnification take all actions which under this Section 8 and Section 9 hereof Agreement and the taking by the Shareholder Representative of any and all actions and the making of any decisions required Escrow Agreement are to be or permitted to may be taken by the Shareholder Representative under this Agreementsuch Shareholder, including, without limitation, to give and receive all consents, waivers, amendments, notices and other communications to be given or which may be given or received under this 44 Agreement. The incapacity of any Shareholder shall not terminate the agency and power of attorney granted hereby to the Shareholder Representative. Upon the death of any Shareholder, such Shareholder's executors, administrators, legal representatives and heirs may only exercise rights under this Agreement or the Escrow Agreement through the Shareholder Representative as their sole and exclusive agent. Such agency and power of attorney is irrevocable and coupled with an interest, and the provisions of this Section XIII(L) are independent and severable and shall be enforceable notwithstanding any rights or remedies that any Shareholder may have in connection with, or in any way arising out of, the transactions contemplated by this Agreement and the Escrow Agreement. In the event that the Shareholder Representative should for any reason become unable to perform his responsibilities hereunder, or resign such position, the Shareholders holding a majority of the power to: (a) control Shares shall select another representative by written notice executed by such Shareholders and delivered to the defense of, agree to, negotiate, enter into settlements Purchaser to fill such vacancy and compromises of, demand arbitration of, and comply with orders such substituted representative shall be deemed the Shareholder Representative for all purposes of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; Agreement. (b) arbitrateThe Purchaser shall be entitled to rely conclusively on the actions, resolvecommunications, settle or compromise any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; instructions, decisions and (c) take all actions necessary or appropriate in the judgment agreements of the Shareholder Representative for as being the accomplishment actions, communications, instructions, decisions and agreements of each of the foregoing. The Shareholders (without the need to communicate or otherwise confirm such with any Shareholder), and no Shareholder shall have any claim or cause of action against the Purchaser for any action taken or not taken by the Purchaser in reliance upon the actions, communications, instructions, decisions or agreements of the Shareholder Representative. (c) All actions, communications, instructions, decisions and agreements of the Shareholder Representative will shall be conclusive and binding upon all of the Shareholders and no Shareholder shall have authority and power to act on behalf any claim or cause of each Seller with respect to action against the disposition, settlement Shareholder Representative for any action taken or other handling of all claims for indemnification by Buyer under this Section 8 or Section 9 hereof. Sellers will be bound by all actions not taken and documents executed by the Shareholder Representative in connection with claims his role as such, except for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer will be entitled to rely on any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, the Shareholder Representative will not be liable to any Seller in the absence of fraud, gross negligence omission taken or willful misconduct on the part of the Shareholder Representative. Sellers shall jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of made fraudulently or in connection bad faith with the acceptance or administration of the Shareholder Representative’s duties hereunderrespect to such Shareholder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of this Section 8.5 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from the Shareholder Representative Expense Amount. For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees and expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereunder.* * * 45

Appointment of Shareholder Representative. Each Seller hereby designates By voting in favor of or consenting to the Merger and/or by virtue of the approval of the Merger, or accepting any portion of the Merger Consideration, each Company Holder agrees as follows: (a) ABRY Partners, LLC (in such capacity, the “Shareholder Representative as the representative of all Sellers and Representative”) is designated as the attorney-in-fact and agent for and on behalf of each such Seller Company Holder and their respective heirs, successors and assigns with respect to the post-Closing adjustments contemplated by Section 2.3, claims for indemnification under this Section 8 and Section 9 hereof Article VII and the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreement and the Escrow Agreement, including, without limitation, including the exercise of the power to: (ai) control authorize the defense of, release or delivery to Parent of all or any portion of the Escrow Funds or the Sellers’ Expense Fund in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by Section 2.3 and indemnification claims by any Buyer Indemnified Person pursuant to this Article VII and any amounts described in Section 2.5; (ii) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claims for such indemnification by Buyer under this Section 8 or Section 9 hereofclaims; (biii) litigate, arbitrate, resolve, settle or compromise any claims claim for indemnification by Buyer under made pursuant to this Section 8 Article VII; (iv) establish the Sellers’ Expense Fund and pay such amounts therefrom as the Shareholder Representative deems necessary or Section 9 hereofappropriate in its good faith judgment; and (cv) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing, provided, however, that the Shareholder Representative shall not take any action where (x) any Company Holder would be held liable for Damages (including, for the avoidance of doubt, obligations to indemnify and reimburse the Shareholder Representative pursuant to this Section 7.8) in excess of such Company Holder’s share of the Escrow Funds and of the Sellers’ Expense Fund without such Company Holder’s consent or (y) such action materially and adversely affects the substantive rights or obligations of one Company Holder, or group of Company Holders, without a similar proportionate effect upon the substantive rights or obligations of all Company Holders, unless each such disproportionately affected Company Holder consents in writing thereto. The Shareholder Representative will shall have no authority or power to act on behalf of the Company except as expressly provided in this Agreement. The Shareholder Representative shall have authority and power to act on behalf of each Seller the Company Holders with respect to the disposition, settlement or other handling of the adjustments contemplated by Section 2.3 and all claims for indemnification by Buyer under this Article VII and all rights or obligations arising under Section 8 2.3 and this Article VII or Section 9 hereofotherwise as contemplated by this Agreement. Sellers will The Company Holders shall be bound by all actions taken and documents executed by the Shareholder Representative in connection with claims for indemnification by Buyer under Section 2.3 and this Section 8 or Section 9 hereofArticle VII, and Buyer will Parent shall be entitled to rely on any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, the Shareholder Representative will may act upon any instrument or other writing believed by the Shareholder Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance by it of its duties pursuant to the provisions of this Agreement and the Escrow Agreement except that, solely as among the Shareholder Representative and the Company Holders, the Shareholder Representative shall not be relieved of any Seller in the absence of fraud, liability imposed by Law for its own gross negligence or willful misconduct on misconduct. The Shareholder Representative shall be indemnified and held harmless (out of funds that otherwise are to be distributed from the part of Escrow Funds or the Shareholder Representative. Sellers shall jointly and severally indemnify Sellers’ Expense Fund to the Company Holders, if any, or other amounts paid to the Shareholder Representative on the Company Holders’ behalf as described in Section 2.3(e), as described in this Section 7.8) from and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, 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 its duties hereunder; provided, that for the avoidance of doubt, each Company Holder’s responsibility to indemnify the Shareholder Representative’s duties hereunderRepresentative shall be limited to the aggregate amount to be received by such Company Holder in respect of its Common Stock and/or Common Stock Equivalents. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of Section 2.3 or this Section 8.5 (Article VII or otherwise in connection with this Agreement for the benefit of all Company Holders including the hiring of legal counsel and the incurring of reasonable legal fees and costs) costs (the “Shareholder Representative Expenses”) will shall be the responsibility of the Company Holders and may be paid or reimbursed from the Sellers’ Expense Fund, amounts paid to the Shareholder Representative from the Escrow Funds or other amounts paid to the Shareholder Representative Expense Amount. For pursuant to Section 2.3(e); provided, that for the avoidance of doubt, while each Company Holder’s responsibility to reimburse the Shareholder Representative for such expenses shall be limited to the aggregate amount to be received by such Company Holder in respect of its Common Stock and/or Common Stock Equivalents; provided, further, that the Shareholder Representative shall not receive any compensation in excess of such reimbursement for performing its duties as Shareholder Representative under this section allows Agreement or the Escrow Agreement. Without limiting the generality of the foregoing, the Shareholder Representative shall have full power and authority to interpret all the terms and provisions of this Agreement and the Escrow Agreement, and to consent to any amendment hereof or thereof, on behalf of all the Company Holders and their respective heirs, successors and assigns. Upon the request of each Company Holder, the Shareholder Representative shall keep such Company Holder reasonably informed as to the status of any actions being taken by the Shareholder Representative under this Agreement or the Escrow Agreement. (b) The Company Holders hereby appoint and constitute the Shareholder Representative the true and lawful attorney-in-fact of the Company Holders, with full power in their name and on their behalf to act according to the terms of this Agreement and the Escrow Agreement and in general to do all things and to perform all acts including executing and delivering the Escrow Agreement any other agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with the Escrow Agreement; provided, that the foregoing shall not entitle the Shareholder Representative to execute any non-solicitation, non-competition or similar restrictive covenant on behalf of any Company Holder without the consent of such Company Holder. This power of attorney and all authority hereby conferred is granted and shall be paid from irrevocable and shall not be terminated by any act of any Company Holder, by operation of law, whether by such person’s death, disability, protective supervision or any other event. Without limiting the foregoing, this power of attorney is to ensure the performance of a special obligation and, accordingly, each Company Holder shall be deemed to have waived and renounced its, his or her right to renounce this power of attorney unilaterally any time before the day following the Escrow Termination Date. Each Company Holder shall be deemed to have waived any and all defenses that may be available to contest, negate or disaffirm the action of the Shareholder Representative Expense Amounttaken in good faith under this Agreement or the Escrow Agreement. Notwithstanding the power of attorney granted in this Section 7.8, this does not relieve Sellers no agreement, instrument, acknowledgement or other act or document shall be ineffective as to promptly pay all any Company Holder solely by reason of such Company Holder (instead of the Shareholder Representative’s fees and expenses as they are suffered ) having signed or incurred, nor does it prevent given the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereundersame directly.

Appointment of Shareholder Representative. Each Seller hereby designates Indemnitor ----------------------------------------- constitutes and appoints the Shareholder Representative as the representative of all Sellers his or her true and as the lawful attorney-in-fact and agent to act for and on behalf of each such Seller Indemnitor in all matters relating to or arising out of this Article 8 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 claims for indemnification under this Section 8 any Indemnification Claim, objecting to any Indemnification Claim, disputing the liability of such Indemnitor, or the amount of such liability, with respect to any Indemnification Claim and Section 9 hereof prosecuting and resolving such dispute as herein provided, accepting the taking by defense, compromise and settlement of any Third Party Claim on behalf of such Indemnitor or refusing to accept the same, settling and compromising the liability of such Indemnitor hereunder, instituting and prosecuting such actions (including arbitration proceedings) as the Shareholder Representative shall deem appropriate in connection with any of the foregoing, retaining counsel, accountants, appraisers and other advisers in connection with any and of the foregoing, all actions and for the making account of any decisions required or permitted the Indemnitor, such Indemnitor agreeing to be taken fully bound by the Shareholder Representative under this Agreementacts, including, without limitation, the exercise of the power to: (a) control the defense of, agree to, negotiate, enter into settlements decisions and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; (b) arbitrate, resolve, settle or compromise any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; and (c) take all actions necessary or appropriate in the judgment agreements of the Shareholder Representative for the accomplishment of the foregoing. The Shareholder Representative will have authority taken and power to act on behalf of each Seller with respect done pursuant to the disposition, settlement or other handling of all claims for indemnification by Buyer under this Section 8 or Section 9 hereofauthority herein granted. Sellers will be bound by all actions taken Each Indemnitor hereby agrees to indemnify and documents executed by to save and hold harmless the Shareholder Representative in connection with claims for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer will be entitled to rely on from any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, the Shareholder Representative will not be liable to any Seller in the absence of fraud, gross negligence or willful misconduct on the part of the Shareholder Representative. Sellers shall jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, 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’s duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by based upon or arising out of any act, whether of omission or commission, of the Shareholder Representative pursuant to the terms authority herein granted, other than acts, whether of this Section 8.5 (including the hiring omission or commission, of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from that constitute gross negligence or willful misconduct in the exercise by the Shareholder Representative Expense Amount. For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees authority herein granted. This appointment is irrevocable and expenses as they are suffered or incurredcoupled with an interest, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or and may under no circumstances be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereunderrevoked.

Appointment of Shareholder Representative. Each Seller hereby designates Upon approval of this Agreement and the Shareholder Representative as Escrow Agreement by the representative shareholders of all Sellers the Company in accordance with the IBCA, Michael J. Kennealy (the "SHAREHOLDER REPRESENTATIVE") is appointex xxx xxxxxxxx-xx-xact of the Equity Holders, with full power and as authority, acting in the attorney-in-fact name of and agent for and on behalf of each such Seller with respect holders (a) to claims for indemnification under this Section 8 and Section 9 hereof and the taking by the Shareholder Representative amend or waive any provision of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreement, including, without limitation, the exercise of the power to: (a) control the defense of, agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; (b) arbitrateto execute and deliver the Escrow Agreement, resolve, settle or compromise any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; to have all of the rights and (c) take perform all actions necessary or appropriate in of the judgment obligations of the Shareholder Representative for as set forth in the accomplishment Escrow Agreement, to direct the distribution of the foregoing. The Shareholder Representative will have authority Escrow Account and power to act on behalf pursue, defend and settle any claims relating thereto, (c) to withhold a portion of each Seller with respect the Stock Merger Consideration and the Option Merger Consideration (in an amount reasonably acceptable to the disposition, settlement or other handling Purchaser) to fund the expenses of all claims for indemnification by Buyer under this Section 8 or Section 9 hereof. Sellers will be bound by all actions taken and documents executed by the Shareholder Representative in connection with claims for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer will be entitled to rely on any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including expenses incurred in electronic form. In performing connection with determining the functions specified in this AgreementWorking Capital and defending any indemnification claims, and to establish reserve account (the "EXPENSE RESERVE ACCOUNT") to hold such funds until such time as the Shareholder Representative will deems appropriate, (d) following the Effective Time, to have the exclusive right, power and authority, on behalf of the Equity Holders, to pursue, defend, and settle any indemnification claims pursuant to ARTICLE 8 and to do all things and to take all other actions the Shareholder Representative may consider necessary or proper to resolve any indemnification claims after the Effective Time, and (e) to do all other things and to take all other action under or related to this Agreement that the Shareholder Representative may consider necessary or proper to effectuate the transactions contemplated hereby and to resolve any dispute with the Purchaser over any aspect of this Agreement and on behalf of the Equity Holders to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding each Equity Holder as if such holder had personally entered into such an agreement; PROVIDED, that all actions taken or decisions made by the Shareholder Representative on behalf of the Equity Holders shall be taken or made in a manner which is ratably and equitably amongst all Equity Holders. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be liable subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any Seller Equity Holder or the occurrence of any other event or events. The Shareholder Representative shall be held harmless by the Equity Holders from any and all loss, damage or liability and expenses (including legal fees) which such Equity Holder may sustain as a result of any action taken in the absence of fraud, gross negligence or willful misconduct on the part of good faith by the Shareholder Representative. Sellers Upon the death, disability or resignation of a Shareholder Representative, the successor shall jointly and severally indemnify be appointed by the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, gross negligence or willful misconduct on the part shareholders receiving a majority of the Shareholder Representative Stock Merger Consideration and arising out of or in connection with the acceptance or administration of the Shareholder Representative’s duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of this Section 8.5 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from the Shareholder Representative Expense Amount. For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees and expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereunderOption Merger Consideration.

Appointment of Shareholder Representative. Each Seller (a) By approving this Agreement and the transactions contemplated hereby designates and by virtue of the consummation of the transfer of the Shares, each Shareholder shall have irrevocably authorized and appointed the Shareholder Representative Representatives as the representative of all Sellers such Person’s representative, agent and as the attorney-in-fact and agent for and to act on behalf of each such Seller Person, by majority vote, for all purposes in connection with respect to claims for indemnification under this Section 8 and Section 9 hereof Agreement and the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreementagreements ancillary hereto, including, without limitation, including the exercise of the power to: (a) control give and receive notices and communications on behalf of the defense ofShareholders; (b) review, negotiate and settle the Target Working Capital and each all payments of consideration related thereto; (c) authorize distribution of the Escrow Shares to an Akerna Indemnified Party; (d) object to distributions and set-offs; (e) agree to, negotiate, enter into settlements and compromises of, and demand arbitration of, and comply with governmental orders of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 or Section 9 hereofto such claims; (bf) arbitratecompromise any indemnity claim on behalf of the Shareholders and to transact matters of arbitration, resolvelitigation or other actions; (g) execute and deliver all amendments, settle waivers, ancillary agreements and documents that the Shareholder Representatives deem necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement; (h) execute and deliver all amendments and waivers to this Agreement that the Shareholder Representatives deem necessary or appropriate; (i) defend, settle, or compromise any claim, action or legal proceeding for which any Akerna Indemnified Party may be entitled to indemnification hereunder; (j) do or refrain from doing any further act or deed on behalf of the Shareholders that Shareholder Representatives deem necessary or appropriate in their sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholders could do if personally present; (k) receive service of process in connection with any claims for indemnification by Buyer under this Section 8 or Section 9 hereofAgreement; (l) pay such amounts as the Shareholder Representatives shall determine to any Person pursuant to arrangements between the Shareholder Representatives and any such Person; and (cm) take all actions necessary or appropriate in the judgment of the Shareholder Representative Representatives for the accomplishment of the foregoing. The Shareholder Representative will have authority foregoing and power to act any other actions or matters contemplated by this Agreement or the agreements ancillary hereto on behalf of each Seller with respect the Shareholders. After the Closing, notices or communications to the disposition, settlement or other handling of all claims for indemnification by Buyer under this Section 8 or Section 9 hereof. Sellers will be bound by all actions taken and documents executed by the Shareholder Representative in connection with claims for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer will be entitled to rely on any action or decision of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, the Shareholder Representative will not be liable Representatives shall constitute notice to any Seller in the absence of fraud, gross negligence or willful misconduct on the part of the Shareholder Representative. Sellers shall jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, 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’s duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of this Section 8.5 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from the Shareholder Representative Expense Amount. For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees and expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereundereach Shareholder.

Appointment of Shareholder Representative. (a) Each Seller Shareholder hereby designates irrevocably appoints Xxxxx X. Xxxxx (the “Shareholder Representative Representative”) as the representative of all Sellers its, his or her true and as the lawful attorney-in-fact and agent agent, with full power of substitution and resubstitution, to act for and on behalf of each such Seller Shareholder with respect to claims for indemnification under all matters arising in connection with this Section 8 Agreement in accordance with the terms and Section 9 hereof provisions of this Agreement, including to do or refrain from doing all such further acts and the taking by things, and to execute all such agreements, instruments, documents and certificates as the Shareholder Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the power: (i) to act for such Seller Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to defend, settle, compromise or otherwise resolve any indemnity claim on behalf of such Seller Shareholder; (ii) to act for such Seller Shareholder with regard to matters pertaining to litigation or arbitration matters arising under this Agreement; (iii) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholder Representative deems necessary or appropriate; (iv) to receive funds for the payment of expenses of such Seller Shareholder and apply such funds in payment for such expenses; (v) to do or refrain from doing any further act or deed on behalf of such Seller Shareholder that the Shareholder Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as such Shareholder Representative could do if personally present; and (vi) to receive and accept service of process on behalf of such Seller Shareholder in connection with any claims under this Agreement. (b) This appointment and grant of power and authority is an agency coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and may not be terminated by any act of any and all actions and Seller Shareholder or by operation of Law, whether by the making death or incapacity of a Person or by the occurrence of any decisions required other event. If any Seller Shareholder should die or permitted to be become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Shareholder Representative under pursuant to this AgreementAgreement will be as valid as if such death or incapacity, includingtermination or other event had not occurred, without limitationregardless of whether or not the Shareholder Representative had received notice of such death, the exercise of the power to: (a) control the defense ofincapacity, agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, any claims for indemnification by Buyer under this Section 8 termination or Section 9 hereof; (b) arbitrate, resolve, settle or compromise any claims for indemnification by Buyer under this Section 8 or Section 9 hereof; and other event. (c) take After this Agreement is executed by all actions necessary or appropriate in the judgment of the Seller Shareholders, no Seller Shareholder Representative for will be entitled to act independently with respect to any action relating to this Agreement or the accomplishment of transactions contemplated hereby, and any such actions will be taken solely by the foregoingShareholder Representative. The Shareholder Representative will have full power and authority and power to act on behalf of each the Seller Shareholders with respect to such matters and the disposition, settlement or other handling of all claims for indemnification by Buyer under this Section 8 or Section 9 hereof. Sellers Seller Shareholders will be bound by any and all actions taken such actions. Buyer and documents executed by the Shareholder Representative in connection with claims for indemnification by Buyer under this Section 8 or Section 9 hereof, and Buyer its representatives will be entitled to rely on any action decision, action, consent or decision instruction of the Shareholder Representative. Each Seller hereby agrees to receive correspondence from the Shareholder Representative, including in electronic form. In performing the functions specified in this Agreement, (i) the Shareholder Representative as being the decision, action, consent or instruction of the Seller Shareholders and (ii) any executive officer of Seller as being the decision, action, consent or instruction of Seller, and neither Buyer nor any of its Affiliates or its or their representatives will not be liable have any Liability to Seller or any Seller Shareholder for any action they take or do not take in the absence of fraud, gross negligence or willful misconduct on the part of the Shareholder Representative. Sellers shall jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, liability or expense incurred without fraud, 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’s duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by the Shareholder Representative in connection with actions taken by the Shareholder Representative pursuant to the terms of this Section 8.5 (including the hiring of legal counsel and the incurring of reasonable legal fees and costs) (the “Shareholder Representative Expenses”) will be paid to the Shareholder Representative from the Shareholder Representative Expense Amount. For the avoidance of doubt, while this section allows the Shareholder Representative to be paid from the Shareholder Representative Expense Amount, this does not relieve Sellers to promptly pay all of the Shareholder Representative’s fees and expenses as they are suffered or incurred, nor does it prevent the Shareholder Representative from seeking any remedies available to it at law or otherwise. If the Shareholder Representative shall resign or be removed upon the vote of a Majority-in-Interest of Sellers, Sellers shall, upon the vote of a Majority-in-Interest of Sellers within ten (10) days after such resignation or removal, appoint a successor to the Shareholder Representative. Any such successor shall succeed the former Shareholder Representative as the Shareholder Representative hereunderreliance.