Common use of Appointment of Shareholders’ Representative Clause in Contracts

Appointment of Shareholders’ Representative. Seller and each Selling Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxx, as its true and lawful attorney-in-fact and agent (the “Shareholders’ Representative”), with full power of substitution or resubstitution, to act exclusively for and on behalf of Seller and such Selling Shareholder with respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Shareholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense Fund.

Appointment of Shareholders’ Representative. Seller and each Selling Each Shareholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxxx, M. Xxxx Xxxxxxxx as its his true and lawful attorney-in-fact fact, agent and agent representative (collectively, the “"Shareholders’ ' Representative”"), with full power of substitution or and resubstitution, for him and in his name, place and xxxxx, in any and all capacities, to act exclusively for negotiate and on behalf of Seller and such Selling Shareholder with respect sign all amendments to all matters arising in connection with this Agreement, in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such other documents (including, without limitation, the Escrow Agreement) as the Shareholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (a) to act without limitation those instruments called for Seller by this Agreement and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreementall waivers, including the power to compromise any indemnity claim on behalf of Seller consents, instructions, authorizations and such Selling Shareholderother actions called for, any matter concerning the purchase price adjustment set forth in Section 2.08, contemplated or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems may otherwise be necessary or appropriate in its sole discretion relating to the subject matter of connection with this Agreement or any of the foregoing agreements or instruments, granting unto the Shareholders' Representative full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and completely purposes as Seller he might or such Selling Shareholder could do if personally present; (g) in person, hereby ratifying and confirming all that the Shareholders' Representative, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and authority to deliver and convey his Shares in accordance with the terms hereof, to receive service of process in connection with any claims and give receipt for all consideration due him pursuant to this Agreement and to receive all notices, requests and demands that may be made under and pursuant to this Agreement; (h) . Should the Shareholders' Representative be unable or unwilling to take serve or to appoint his successor to serve in such Shareholder's stead, and unless the Shareholders shall appoint a successor to serve in his stead, such Shareholders shall be deemed to be represented by the Company. Buyer shall be entitled to rely and protected in relying on the authority, actions and decisions of the Shareholders' Representative, and Buyer will have no liability to and shall be held harmless by any action on behalf and all of Seller the Shareholders and Selling Shareholders their heirs and legal representatives with respect to any matter arising out of, either directly or indirectly, Buyer's good faith reliance upon such authority, actions or decisions of the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense FundShareholders' Representative.

Appointment of Shareholders’ Representative. Seller For purposes of this Agreement, the Principal Shareholders hereby consent to the appointment of Xxxxxxx X. Xxxxx as the representative and each Selling Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxx, as its true and lawful attorney-in-fact and agent (the “Shareholders’ Representative”), with full power of substitution or resubstitution, to act exclusively for and on behalf of Seller the Principal Shareholders (the "Shareholders' Representative"), and to the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement, including, without limitation, the exercise of the power to (i) execute the Escrow Agreement on behalf of the Principal Shareholders, (ii) authorize delivery to Finisar of Escrow Shares in satisfaction of Indemnification Claims, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Selling Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each Principal Shareholder with respect to this Agreement and the Escrow Agreement and the disposition, settlement or other handling of all matters Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Principal Shareholders will be bound by all actions taken by the Shareholders' Representative in connection with this Agreement, and Finisar shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by him in accordance with reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the terms proper person (and provisions of this Agreementshall have no responsibility to determine the authenticity thereof), including in connection with nor for any amounts payable in connection with other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement and to act on behalf of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as , the Representative may rely on the advice of counsel, and the Shareholders’ ' Representative shall deem necessary will not be liable to anyone for anything done, omitted or appropriate suffered in connection with the transactions contemplated good faith by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ ' Representative deems necessary or appropriate; (d) to receive fundsbased on such advice. Except as expressly provided herein, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ ' Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) will not be required to take any action on behalf involving any expense unless the payment of Seller and Selling Shareholders with respect such expense is made or provided for in a manner satisfactory to him. At any time during the term of the Escrow Agreement Agreement, holders of a majority of the Escrow Shares subject to Indemnification Claims under this Article IX may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and a copy of the written consent appointing such new representative signed by holders of a majority of the Escrow Shares to Finisar and the Escrow Amount; and (i) to make payments Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Finisar and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense FundEscrow Agent.

Appointment of Shareholders’ Representative. Seller For purposes of this Agreement, the Shareholders by their signature hereto hereby appoint Ziv Karni as the representative and each Selling Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxx, as its true and lawful attorney-in-fact for and agent on behalf of the Shareholders (the “Shareholders’ Representative”), with full power and to the taking by the Shareholders’ Representative of substitution any and all actions and the making of any decisions required or resubstitution, permitted to act exclusively for and on behalf of Seller and such Selling Shareholder with respect to all matters arising in connection with be taken by him under this Agreement or the Escrow Agreement, in accordance with including, without limitation, entering into the terms Escrow Agreement for the benefit of the Shareholders and provisions the exercise of this the power to (i) make any and all decisions entitled to be made thereby under the Escrow Agreement, including without limitation, any and all decisions about distribution of any amounts out of the Exxxxx Xxxx, (xx) defend, settle, administer and otherwise make any and all decisions in connection with any amounts payable claims for indemnification hereunder, (iii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such claims for indemnification, (iv) resolve any such claims for indemnification, and (v) take all actions necessary in connection with the judgment of the Shareholders’ Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement. Accordingly, the Shareholders’ Representative has unlimited authority and power to act on behalf of Seller and such Selling each Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Shareholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements fromdisposition, settlement or other handling of all claims for indemnification hereunder. Each Shareholder will be bound by all actions taken by the Shareholders’ Representative in connection with all claims for indemnification made hereunder, and otherwise Buyer Indemnified Party shall be entitled to rely on any action or decision of the Shareholders’ Representative. The Shareholders’ Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or bad faith. In all questions arising under this Agreement or the Escrow Agreement, the Shareholders’ Representative may rely on the advice of counsel, and the Shareholders’ Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Shareholders’ Representative based on such advice. Except as expressly provided herein, the Shareholders’ Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. In the event the Shareholders’ Representative shall cease to serve in such capacity for any reason, the Shareholders having at such time a majority of the proportional interests of the Escrow Amount (out of the aggregate proportional interests thereof of all such Shareholders) shall appoint a new representative as the Shareholders’ Representative by sending notice of such appointment to the Buyer and the Escrow Agent (and the provisions of this Section 7.8 shall apply with respect to, to such newly appointed Shareholders’ Representative as if originally appointed by the Seller Administrative Expense FundShareholders hereunder). Such appointment will be effective upon the later of the date indicated in such notice or the date such notice is received by the Buyer and the Escrow Agent.

Appointment of Shareholders’ Representative. Seller and each Selling (a) Each Company Participating Preferred Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxxthat accepts payment of Redemption Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the approval of the Amalgamation Agreement in satisfaction of the requisite Shareholder Approvals, as its true the case may be, (i) to be bound by Article VIII hereof and lawful attorney-in-fact (ii) to have thereby irrevocably constituted and agent appointed Xxxx Xxxxxxx of Updata (such person and any successor or successors being the “Shareholders’ Representative”)) as such Company Participating Preferred Shareholder’s true and lawful agent, with proxy and attorney-in-fact pursuant to this Section 10.13. The Shareholders’ Representative shall have full power of substitution or resubstitution, and authority to act exclusively for each Company Participating Preferred Shareholder and on behalf of Seller in each Company Participating Preferred Shareholder’s name, place and such Selling Shareholder with respect stead, and in any and all capacities to all matters arising do and perform every act and thing required or permitted to be done in connection with this Agreement, in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with transactions contemplated by this Agreement and each Ancillary Agreement upon and immediately following the Amalgamation becoming effective, as fully to act on behalf of Seller all intents and purposes as such Selling Company Participating Preferred Shareholder might or could do in any litigation or arbitration involving this Agreementperson, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, all decisions relating to the Escrow Agreement) as defense and/or settlement of any claims for which any Parent Indemnitee may claim to be entitled to indemnity pursuant to Article VIII hereof, the amendment of this Agreement (subject to the proviso in Section 9.4), the receipt of all payments and notices and the giving of all consents and waivers. All decisions and actions by the Shareholders’ Representative shall deem necessary be binding upon all of the Company Participating Preferred Shareholders, and no Company Participating Preferred Shareholder shall have the right to object to, dissent from, protest or appropriate otherwise contest the same. (b) Each Company Participating Preferred Shareholder that accepts payment of Redemption Consideration as contemplated herein shall be deemed, by such acceptance of payment or by the approval of this Agreement in satisfaction of the requisite Shareholder Approvals, as the case may be, to have agreed that (i) the provisions of this Section 10.13 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Company Participating Preferred Shareholder may have in connection with the transactions contemplated by this Agreement, including (ii) the power: remedy at law for any breach of the provisions of this Section 10.13 would be inadequate, (aiii) Parent shall be entitled to act for Seller temporary and such Selling Shareholder with regard permanent injunctive relief without the necessity of proving damages if Parent brings an action to matters pertaining to indemnification referred to in enforce the provisions of this Agreement, including Section 10.13 and (iv) the power to compromise any indemnity claim on behalf provisions of Seller this Section 10.13 shall be binding upon the successors and such Selling assigns of each Company Participating Preferred Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) By their approval of this Agreement, the Company Participating Preferred Shareholders shall be deemed to execute have waived any claims they may have or assert, including those that may arise in the future, against the Shareholders’ Representative, and deliver all documents any of its affiliates, for any action or inaction taken or not taken by the Shareholders’ Representative in connection with the transactions contemplated hereby or amendments thereto herewith, provided, that the Shareholders’ Representative deems necessary or appropriate;acts at all times in good faith and in compliance with this Agreement and applicable Laws. (d) Any notice or communication delivered by Parent, Sub or Amalco to receive fundsthe Shareholders’ Representative shall, make payments of fundsas between Parent, Sub and Amalco, on the one hand, and give receipts the Company Participating Preferred Shareholders, on the other, be deemed to have been delivered to all Company Participating Preferred Shareholders. Parent, Sub and Amalco shall be entitled to rely exclusively upon any communications or writings given or executed by the Shareholders’ Representative and shall not be liable in any manner whatsoever for funds;any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Shareholders’ Representative. Parent, Sub and Amalco shall be entitled to disregard any notices or communications given or made by the Company Participating Preferred Shareholders unless given or made through the Shareholders’ Representative. In addition, each Company Participating Preferred Shareholder agrees to indemnify and hold harmless the Shareholders’ Representative against any and all liabilities, losses, damages, claims, costs or expenses (“Shareholder Representative Expenses”); provided, however, that the Shareholder Representative Expenses shall not exceed $100,000 without the prior written consent of each Company Participating Preferred Shareholder. Each Company Participating Preferred Shareholder shall reimburse the Shareholders’ Representative for its Pro Rata Interest of the Shareholder Representative Expenses. (e) The Shareholders’ Representative may consult with legal counsel, independent public accountants and other experts selected by him or her and shall not be liable to receive funds any Company Participating Preferred Shareholder for any action taken or omitted to be taken in good faith by him or her in accordance with the payment advice of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses;counsel, accountants or experts. (f) Prior to do the Amalgamation becoming effective, in the case of the death, disability, unwillingness to serve or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that other unavailability of the Shareholders’ Representative deems necessary Representative, the Company Participating Preferred Shareholders who own a majority in interest of Company Participating Preferred Shares shall have the right, exercisable by written notice to Parent, to designate a replacement Shareholders’ Representative. Upon and after the Amalgamation becoming effective, in the case of the death, disability, unwillingness to serve or appropriate in its sole discretion relating to other unavailability of the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) Shareholders’ Representative, the Company Participating Preferred Shareholders who are entitled to receive service a majority of process in connection with any claims under this Agreement; (h) the Redemption Consideration pursuant to take any action on behalf of Seller and Selling Shareholders with respect Section 3.1 hereof shall have the right, exercisable by written notice to the Escrow Agreement Parent and the Escrow Amount; and (i) Agent, to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense Funddesignate a replacement Shareholders’ Representative.

Appointment of Shareholders’ Representative. Seller (a) Each Company Shareholder who votes in favor of this Agreement or executes a Shareholder Written Consent in approval of this Agreement and each Selling Shareholder hereby the Merger, or whose shares of Company Common Stock are converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c) (excluding, for the avoidance of doubt, any holder of Dissenting Shares), irrevocably constitutes and appoints Xxxxxxx Xxxxxx, Xxxx X. Xxxx (“Xxxx”) as its “Shareholders’ Representative” to act as such Company Shareholder’s true and lawful attorney-in-fact and agent (the “and authorizes Shareholders’ Representative”)Representative acting for such Company Shareholder and in such Company Shareholder’s name, with full power of substitution or resubstitutionplace and stead, in any and all capacities, to act exclusively participate in the process for calculating the Aggregate Merger Consideration and on behalf of Seller the Per Share Merger Consideration as set forth in Section 1.6(c) and such Selling Shareholder with respect to take any and all matters arising action that requires or permits action by Shareholders’ Representative from time to time as Shareholders’ Representative may deem necessary or desirable in connection with this Agreement, including making or entering into any waiver to or amendment of this Agreement, entering into and delivering any agreement, opinion, certificate or other document contemplated hereunder, or taking any and all such additional action as may be necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing. (b) Each Company Shareholder who votes in favor of this Agreement or executes a Shareholder Written Consent in approval of this Agreement and the Merger, or whose shares of Company Common Stock are converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c) (excluding, for the avoidance of doubt, any holder of Dissenting Shares), grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, hereby ratifying and confirming all that Shareholders’ Representative may lawfully do or cause to be done by virtue hereof. (c) Each Company Shareholder who votes in favor of this Agreement or executes a Shareholder Written Consent in approval of this Agreement and the Merger, or whose shares of Company Common Stock are converted into the right to receive the Per Share Merger Consideration pursuant to Section 1.5(c) (excluding, for the avoidance of doubt, any holder of Dissenting Shares), agrees that Parent, Sub and the Surviving Corporation shall be entitled to unconditionally assume that any action taken or omitted, or any document executed by, Xxxx purporting to act as Shareholders’ Representative under or pursuant to this Agreement or in connection with any of the transactions contemplated by this Agreement has been unconditionally authorized by such Company Shareholder to be taken, omitted to be taken or executed on such Company Shareholder’s behalf so that such Company Shareholder will be legally bound thereby, and each such Company Shareholder agrees not to institute any claim, lawsuit, alternative dispute resolution or other proceeding against Parent, Sub or the Surviving Corporation alleging that Xxxx did not have the authority to act as Shareholders’ Representative on behalf of such Company Shareholder in connection with any such action, omission or execution, and each of Parent, Sub and the Surviving Corporation are hereby relieved from any liability to any Person for any acts done by them in accordance with the terms written instructions or agreement of the Shareholders’ Representative. No modification or revocation of the power of attorney granted by such Company Shareholders herein to Xxxx to serve as Shareholders’ Representative shall be effective as against Parent, Sub or the Surviving Corporation until Parent, Sub and provisions the Surviving Corporation have received a document signed by such Company Shareholder effecting said modification or revocation. (d) The Shareholders’ Representative may employ and obtain the advice of this Agreementlegal counsel, including in connection with any amounts payable accountants and other professional advisors and incur such other reasonable expenses on behalf of the Company Shareholders in connection with this Agreement and to act on behalf of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Shareholders’ Representative shall deem Representative, in his sole discretion, deems necessary or appropriate advisable in connection with the transactions contemplated by this Agreement, including performance of its duties as the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10Shareholders’ Representative. (be) The Shareholders’ Representative represents and warrants to act for Seller Parent, Sub and such Selling Shareholder with regard to matters pertaining to litigation; (c) the Company that he has full legal capacity, right and authority to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that this Agreement. This Agreement has been duly executed and delivered by the Shareholders’ Representative deems necessary and, assuming the valid authorization, execution and delivery of this Agreement by Parent, Sub and the Company and the validity and binding effect of this Agreement on Parent, Sub and the Company, this Agreement constitutes the valid and binding obligation of the Shareholders’ Representative enforceable against the Shareholders’ Representative in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or appropriate; similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity (d) to receive funds, make payments regardless of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds whether enforcement is considered in payment for such expenses;a proceeding in equity or at law). (f) to do or refrain from doing any further act or deed on behalf Seller The fees and such Selling Shareholder that expenses of the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to Representative, including by reason of Section 1.6(c), shall be deducted from the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense FundAggregate Merger Consideration.

Appointment of Shareholders’ Representative. Seller (a) By the execution and delivery of this Agreement, each Selling Shareholder hereby irrevocably constitutes and appoints Xxxxxxx Xxxxxxeach of Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxxx, jointly or severally, as its the true and lawful agent and attorney-in-fact and agent (the “each, a "Shareholders’ ' Representative”), ") of such Shareholder with full authority and power of substitution or resubstitution, to act exclusively for in the name, place and on behalf stead of Seller and such Selling Shareholder with respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions consummation of this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Shareholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated by this hereunder and under the Cash Deposit Escrow Agreement, including the power: (a) to act for Seller Share Deposit Escrow Agreement and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this the Registration Rights Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) The MetaSolv Indemnified Parties, and any other person, may conclusively and absolutely rely, without inquiry, upon any action of any Shareholders' Representative as the action of each Shareholder in all matters referred to act for Seller herein, and such Selling each Shareholder with regard confirms all that any Shareholders' Representative shall do or cause to matters pertaining to litigation;be done by virtue of his, her or its appointment as Shareholders' Representative. (c) to execute Each Shareholder covenants and deliver all documents agrees that it will not voluntarily revoke the power of attorney conferred in connection with this Section 8.16. If any ------------ Shareholder dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Shareholder being a "Former Shareholder") and, as a result, the transactions contemplated hereby power of attorney conferred by this Section ------- 8.16 is revoked by operation of law, it shall not be a breach by such Former ---- Shareholder under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or amendments thereto that other legal representative of such Former Shareholder (each a "Successor Shareholder") confirms the appointment of the Shareholders’ ' Representative deems necessary as agent and attorney-in-fact for such Successor Shareholder. Notwithstanding the foregoing sentence, if the power of attorney conferred by this Section 8.16 is revoked by operation of law ------------ and thereafter not reconfirmed by the Successor Shareholder, such revocation shall not be deemed a breach by the Successor Shareholder of any of the provisions of this Agreement provided that such Successor Shareholder executes and delivers such certificates, documents or appropriate;instruments that would have been delivered on his, her or its behalf by the Shareholders' Representative had such Successor Shareholder reconfirmed the agency and power of attorney conferred by this Section 8.16. Any Shareholders' Representative may resign as a ------------ Shareholders' Representative for any reason and at any time by written notice to MCH and each Shareholder. If at any time a Shareholders' Representative (or any successor Shareholders' Representative) resigns from his position as a Shareholders' Representative or upon the death of a Shareholders' Representative, the Majority-in-Interest of the Shareholders shall designate a successor as soon as practicable and shall notify MCH in writing of such designation. Upon written notice delivered to MCH, the Shareholders may change the identity of any Shareholders' Representative by written consent signed by the Majority-in-Interest of the Shareholders (including as a result of the resignation or death of a Shareholders' Representative). (d) Each of the Shareholders hereby consents and agrees to receive funds, make payments of funds, and give receipts for funds; (e) all actions or inactions taken or omitted to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds be taken in payment for such expenses; (f) to do or refrain from doing good faith by any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ ' Representative deems necessary or appropriate in its sole discretion relating to the subject matter of under this Agreement as fully or any other Transaction Document and completely as Seller hereby agrees to indemnify and hold harmless each Shareholders' Representative from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and legal fees and expenses) incurred in any claim, action, dispute or proceeding between any such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement person or persons and the Escrow Amount; and Shareholders (ior any of them) to make payments or between any such person or persons and disbursements from, and any third party or otherwise take any action with respect to, the Seller Administrative Expense Fundincurred or suffered as a result of or arising out of such actions or inactions.

Appointment of Shareholders’ Representative. Seller Upon and by execution and delivery of this Agreement, each Selling Shareholder of the Shareholders, collectively and irrevocably, hereby irrevocably appoints Xxxxxxx Xxxxxxappoint, authorize and empower the Shareholders’ Representative to act as its the proxy, exclusive representative, true and lawful agent and attorney-in-fact and agent (to act on behalf of all of the “Shareholders’ Representative”), with full power of substitution or resubstitution, to act exclusively for in the name, place and on behalf stead of Seller and such Selling Shareholder the Shareholders with respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and the Transaction as the Shareholders’ Representative may deem appropriate and to act on behalf of Seller and such Selling Shareholder the Shareholders, including without limitation, in any litigation or arbitration involving this AgreementAgreement and the Transaction, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the Shareholders’ Representative shall deem necessary or appropriate in connection with this Agreement, including, in connection with and to facilitate the consummation of the transactions contemplated by this Agreementherein, including which shall include the powerpower and authority: 5.1.1 to take any and all actions (aincluding executing and delivering any documents, making any disbursements or distributions, incurring any costs and expenses for the account of the Shareholders, exercising such rights, power and authority, and making any and all decisions and determinations) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems determines may be required by or necessary, convenient, advisable or appropriate to facilitate the consummation of the transactions or otherwise to perform the duties of or exercise the rights granted to the Shareholders’ hereunder, including: (A) execution of the documents and certificates pursuant to this Agreement; (B) receipt of payments under or pursuant to this Agreement and disbursement thereof to the Shareholders and others, as contemplated by this Agreement; (C) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (D) administration of the provisions of this Agreement; (E) giving or agreeing to, on behalf of all or any of the Shareholders, any and all consents, waivers, amendments or modifications deemed by the Shareholders’ Representative, in its sole and absolute discretion, to be necessary or appropriate; appropriate under this Agreement or any other agreement contemplated hereby and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (dF) amending this Agreement, any other Transaction Document or any of the instruments to receive fundsbe delivered to the Company hereunder or thereunder; and (G) (1) disputing or refraining from disputing, make payments on behalf of fundseach Shareholder relative to any amounts to be received by such Shareholder under this Agreement or any other Transaction Document, any claim made under this Agreement or any other Transaction Document, (2) negotiating and compromising, on behalf of each such Shareholder, any dispute that may arise under, and give receipts for funds; exercising or refraining from exercising any remedies available under, this Agreement or any other any other Transaction Document, and (e3) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed executing, on behalf Seller of each such Shareholder, any settlement agreement, release or other document with respect to such dispute or remedy, and (4) engaging such Selling Shareholder that counsel, accountants, experts, and other advisors, agents and consultants, on behalf of itself and/or the Shareholders, as it shall deem necessary, convenient, advisable or appropriate in connection with exercising its powers and performing its function hereunder, or otherwise (and the Shareholders’ Representative deems shall be entitled to conclusively rely on the opinions and advice of such Persons), in each case, with such action being deemed as taken by each Shareholder (as applicable) and which shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder personally or in its corporate capacity had taken such action, exercised such rights, power or authority or made such decision or determination in such Shareholder’s individual or corporate capacity, as applicable; 5.1.2 as the representative, to enforce and protect the rights and interests of the Shareholders and to enforce and protect the rights and interests of the Shareholders’ Representative arising out of the Shareholders under or in any manner relating to this Agreement and the other Transaction Documents, and each other agreement, document, instrument or certificate referred to herein, and to take any and all actions which the Shareholders’ Representative believes are necessary or appropriate under this Agreement and/or the other Transaction Documents for and on behalf of the Shareholders, including asserting or pursuing any claim, action, legal proceeding or investigation against the Company or its Affiliates; and 5.1.3 to refrain from enforcing any right of the Shareholders and/or the Shareholders’ Representative arising out of or under or in its sole discretion any manner relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process any other Transaction Document in connection with the foregoing; provided, however, that no such failure to act on the part of the Shareholders’ Representative, except as otherwise provided in this Agreement or in the other Transaction Documents, shall be deemed a waiver of any claims under this Agreement; (h) to take any action on behalf of Seller and Selling such right or interest by the Shareholders’ Representative or the Shareholders with respect to unless such waiver is in writing signed by the Escrow Agreement and waiving party or by the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense FundShareholders’ Representative.

Appointment of Shareholders’ Representative. Seller Upon execution of this Agreement by the Shareholders, effective as of the date of this Agreement and each Selling Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxxwithout any further action by the Shareholders, Xxxx X. Xxxxx will be appointed as its true agent and lawful attorney-in-fact and agent (the “Shareholders’ Representative”), with ) for each Shareholder. The Shareholders’ Representative shall have full power and authority to represent all of substitution or resubstitution, to act exclusively for the Shareholders and on behalf of Seller and such Selling Shareholder their successors with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and their successors as if expressly confirmed and ratified in writing by each of them. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders, as fully as if the Shareholders were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders pursuant to Article IX, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with Purchaser and its agents regarding such claims, dealing with Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel, accountants or other Shareholders’ Representatives in connection with this Agreementthe foregoing matters. Without limiting the generality of the foregoing, in accordance with the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and the Representative Agreements and to act consent to any amendment hereof or thereof on behalf of Seller all such Shareholders and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the successors. The Shareholders’ Representative shall deem necessary or appropriate act as promptly as reasonably possible in connection with the transactions contemplated by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10carrying out his duties. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense Fund.

Appointment of Shareholders’ Representative. Seller (a) Each Shareholder who executes this Agreement and each Selling other Shareholder who does not execute this Agreement, by approval of this Agreement, hereby irrevocably constitutes and appoints Xxxxxxx XxxxxxXxxxxx X. Xxxx as the true and lawful agent and attorney-in-fact (the “Shareholders’ Representative”) with the powers set forth herein. If Xxxxxx X. Xxxx is unwilling or unable to serve as Shareholders’ Representative, as its a successor Shareholders’ Representative shall be appointed by a plurality of Persons who held Outstanding Shares immediately prior to the Effective Time, with each such Person voting based on the number of Outstanding Shares so held. The absence of a Shareholders’ Representative, due to resignation or any other reason whatsoever, shall not impair or prejudice any right or remedy Parent may have at law or equity or under the terms of this Agreement. (b) Parent shall be entitled to rely upon any communication or writings given by or to, or executed by, the Shareholders’ Representative. All notices to be sent to any Shareholder pursuant to this Agreement or any other agreement contemplated hereby or delivered in connection herewith may be addressed to the Shareholders’ Representative and any notice so sent or delivered shall be deemed proper and sufficient notice to each Shareholder hereunder. The Shareholders hereby consent and agree that the Shareholders’ Representative is authorized to accept and deliver notice on behalf of each Shareholder pursuant hereto and pursuant to all other agreements contemplated hereby or delivered in connection herewith and to deliver waivers and consents on behalf of each Shareholder. (c) The Shareholders’ Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Shareholder with full power in his, her, or its name and agent (on his, her, or its behalf to act according to the “terms of this Agreement and all other agreements contemplated hereby or thereby or delivered in connection herewith or therewith in the absolute discretion of the Shareholders’ Representative”, and in general to do all things and to perform all acts, including amending this Agreement (other than to reduce the Cash Purchase Price by more than one percent (1%), with full power of substitution and executing and delivering all agreements, certificates, receipts, instructions and other instruments contemplated by or resubstitution, to act exclusively for and on behalf of Seller and such Selling Shareholder with respect to all matters arising deemed advisable in connection with this Agreement. This power of attorney and all authority hereby conferred is granted subject to the interest of the other Shareholders hereunder and in consideration of the mutual covenants and agreements made herein, and shall be irrevocable and coupled with an interest and shall not be terminated by any act of any Shareholder or by operation of law, whether by death or other event. In addition to the foregoing, the Shareholders’ Representative shall have full power and authority on behalf of the Shareholders to (i) to take any action which the Shareholders’ Representative is required or permitted to take under this Agreement, (ii) to take all actions necessary to wind up the business of STS and its Subsidiaries, and (iii) to negotiate, settle and compromise and otherwise handle all claims of the Parent with respect to Parent Damages. (d) Nothing in this Agreement is intended, and nothing in this Agreement shall be interpreted as, imposing upon the Shareholders’ Representative, as the agent and attorney-in fact for the Shareholders any personal liability, personal economic obligation, or personal guarantee in favor of any party to this Agreement or any third party. The Shareholders’ Representative and any agent employed by the Shareholders’ Representative shall not have any liability to any Shareholder related to the Shareholders’ Representative’s duties hereunder, except for intentional fraud, willful misconduct or bad faith. The Shareholders agree to indemnify and hold the Shareholders’ Representative harmless against any loss, liability or expense incurred without intentional fraud, willful misconduct or bad faith on the part of the Shareholders’ Representative, arising out of or in connection with carrying out its duties hereunder, including the costs and expenses of defending against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder (including reasonable attorney’s fees and expenses). Notwithstanding the foregoing, the Shareholders’ Representative acknowledges that he is acting as a fiduciary under ERISA with respect to its decisions that may affect the rights of the ESOP under this Agreement and agrees that any such decisions shall be made with reasonable prior notice to the ESOP and in accordance with the terms and provisions fiduciary standards of this Agreement, including in connection with any amounts payable in connection with this Agreement and to act on behalf ERISA. (e) In furtherance of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitationits role, the Escrow Agreement) Shareholders’ Representative shall be entitled to incur such reasonable costs and expenses as the Shareholders’ Representative may deem appropriate under the circumstances, which expenses may include, but shall deem necessary or appropriate in connection with the transactions contemplated by this Agreementnot be limited to, including the power: (a) hiring attorneys, accountants, appraisers, and other professional advisors. Each Shareholder shall be responsible to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that reimburse the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller Shareholder’s pro rata portion of all such costs and such Selling Shareholder that expenses incurred by the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to within ten (10) days of written notification from the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to Shareholders’ Representative. After the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect toClosing Date, the Seller Administrative Expense FundShareholders’ Representative shall receive from STS a fee of Two Thousand Dollars ($2,000) per month for his services.

Appointment of Shareholders’ Representative. Seller Xxxxx X. Xxxxxx is hereby fully and each Selling Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxxexclusively authorized, empowered and directed to serve as its true and lawful attorney-in-fact sole representative and agent of each of the Shareholders (the “"Shareholders’ ' Representative”"), with full power to take any and all actions, including, without limitation, any actions required under the indemnification provisions of substitution or resubstitution, to act exclusively for and on behalf of Seller and such Selling Shareholder with respect to all matters arising in connection with this Agreement, in accordance with the terms and provisions Article XII of this Agreement, including in connection with any amounts payable in connection with consents required under Section 13.12 of this Agreement and the execution and delivery of any documents, and make any and all decisions and determinations, which may be required or permitted to act be taken or made by the Shareholders, to perform all of the obligations of the Shareholders required to be performed hereunder, and to execute, deliver and perform on behalf of Seller the Shareholders any and all amendments hereto. Any such Selling Shareholder in any litigation or arbitration involving this Agreementaction, to do or refrain from doing all such further acts and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as execution and delivery of any documents, any decision or determination taken or made by the Shareholders’ ' Representative, and any such amendment, shall be absolutely and irrevocably binding on each Shareholder as if such Shareholder had personally taken such action (or executed and delivered such document) or made such decision or determination in his or her individual (or, as applicable, trustee or executor) capacity. The Shareholders' Representative shall deem necessary or appropriate have only the rights, power and authority granted in connection with the transactions contemplated by this Section 13.5. Notwithstanding any other provision of this Agreement, including (i) with respect to those matters expressly covered by this Section 13.5, each of the power: (a) Shareholders hereby irrevocably relinquishes such Shareholder's right to act for Seller independently and such Selling other than through the Shareholders' Representative, and (ii) no Shareholder with regard to matters pertaining to indemnification referred to shall have any right by virtue or by availing of any provision in this Agreement, including any such rights being irrevocably and exclusively delegated to the power to compromise any indemnity claim on behalf of Seller and such Selling ShareholderShareholders' Representative who, any matter concerning the purchase price adjustment set forth acting in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection accordance with the transactions contemplated hereby terms hereof, shall be the sole party entitled to avail himself of the provision of this Agreement. All actions taken, notices given or amendments thereto that received and documents executed by the Shareholders’ ' Representative deems necessary or appropriate; (d) pursuant to receive funds, make payments of fundsthe authority granted hereunder may be relied upon by Cavalier, and give receipts for funds; (e) Cavalier shall not be required to receive funds for the payment of expenses of Seller and make any inquiry regarding such Selling Shareholder and apply such funds in payment for such expenses; (f) actions, notices or documents. The power granted to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ ' Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders Section 13.5, being coupled with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements froman interest, and otherwise take any action with respect to, the Seller Administrative Expense Fundmay not be revoked.

Appointment of Shareholders’ Representative. Seller For purposes of this Agreement, the Tsunami shareholders hereby consent to the appointment of Xxxxxxxxx X. Lego as the representative and each Selling Shareholder hereby irrevocably appoints Xxxxxxx Xxxxxx, as its true and lawful attorney-in-fact and agent (the “Shareholders’ Representative”), with full power of substitution or resubstitution, to act exclusively for and on behalf of Seller the Tsunami shareholders (the "Shareholders' Representative"), and such Selling Shareholder to the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by her under this Agreement, including, without limitation, the exercise of the power to: (i) agree to a reduction in the Earn-Out Consideration in satisfaction of Indemnification Claims, (ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts and awards of arbitrators with respect to such Indemnification Claims, (iii) resolve any Indemnification Claims and (iv) take all matters actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement. Accordingly, the Shareholders' Representative has unlimited authority and power to act on behalf of each Tsunami shareholder with respect to this Agreement and the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to this Agreement. The Tsunami shareholders will be bound by all actions taken by the Shareholders' Representative in connection with this Agreement, and Stratos shall be entitled to rely on any action or decision of the Shareholders' Representative. The Shareholders' Representative will incur no liability with respect to any action taken or suffered by her in accordance with reliance upon any notice, direction, instruction, consent, statement or other document believed by her to be genuine and to have been signed by the terms proper person (and provisions of shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except her own willful misconduct or bad faith. In all questions arising under this Agreement, including in connection with any amounts payable in connection with this Agreement and to act the Shareholders' Representative may rely on behalf the advice of Seller and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and thingscounsel, and the Shareholders' Representative will not be liable to execute all anyone for anything done, omitted or suffered in good faith by the Shareholders' Representative based on such documents (including, without limitationadvice. Except as expressly provided herein, the Escrow Agreement) as the Shareholders’ ' Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) will not be required to take any action on behalf involving any expense unless the payment of Seller and Selling Shareholders with respect such expense is made or provided for in a manner satisfactory to her. At any time prior to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect toEarn-Out Payment Date, the Seller Administrative Expense Fundformer holders of a majority of the shares of Tsunami Capital Stock immediately prior to the Effective Time may, by written consent, appoint a new representative as the Shareholders' Representative by sending notice and a copy of the written consent appointing such new representative signed by the former holders of a majority of the shares of Tsunami Capital Stock to Stratos. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Stratos.

Appointment of Shareholders’ Representative. Seller Upon execution of this Agreement by the Shareholders and each Selling the Company Shareholder hereby irrevocably appoints Parties, effective as of the date of this Agreement and without any further action by the Shareholders and the Company Shareholder Parties, Xxxxxxx Xxxxxx, Xxxxx shall be appointed as its true agent and lawful attorney-in-fact and agent (the “Shareholders’ Representative”), with ) for each Shareholders and the Company Shareholder Parties. The Shareholders’ Representative shall have full power and authority to represent all of substitution or resubstitution, to act exclusively for the Shareholders and on behalf of Seller the Company Shareholder Parties and such Selling Shareholder their successors and assigns with respect to all matters arising under this Agreement and the Ancillary Agreements to which all of the Shareholders and the Company Shareholder Parties are parties (collectively, the “Representative Agreements”) and all actions taken by the Shareholders’ Representative hereunder and thereunder shall be binding upon all such Shareholders and the Company Shareholder Parties and their successors and assigns as if expressly confirmed and ratified in writing by each of them; the Purchaser and its Affiliates may rely on all communications and approvals, consents or disapprovals from the Shareholders’ Representative despite receipt by the Purchaser, its Affiliates or their counsel of any information, communications or instructions from any other party to the contrary. The Shareholders’ Representative shall take any and all actions which he believes are necessary or appropriate under this Agreement and the Representative Agreements for and on behalf of the Shareholders and the Company Shareholder Parties, as fully as if the Shareholders and the Company Shareholder Parties were acting on their own behalf, including, without limitation, defending all Indemnification Claims against the Shareholders or the Company Shareholder Parties pursuant to Article VI, consenting to, compromising or settling all Indemnification Claims, conducting negotiations with the Purchaser and its agents regarding such claims, dealing with the Purchaser under this Agreement and the Representative Agreements with respect to all matters arising hereunder and thereunder, taking any and all other actions specified in or contemplated by this Agreement and the Representative Agreements, and engaging counsel or accountants in connection with this Agreementthe foregoing matters. Without limiting the generality of the foregoing, in accordance with the Shareholders’ Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, including in connection with any amounts payable in connection with this Agreement and the Representative Agreements and to act consent to any amendment hereof or thereof on behalf of Seller all such Shareholders and the Company Shareholder Parties and such Selling Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts successors and things, and to execute all such documents (including, without limitation, the Escrow Agreement) as the assigns. The Shareholders’ Representative shall deem necessary or appropriate act as promptly as reasonably possible in connection with the transactions contemplated by this Agreement, including the power: (a) to act for Seller and such Selling Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and such Selling Shareholder, any matter concerning the purchase price adjustment set forth in Section 2.08, or any manner concerning the Earnout Payments set forth in Section 2.10carrying out his duties. (b) to act for Seller and such Selling Shareholder with regard to matters pertaining to litigation; (c) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Shareholders’ Representative deems necessary or appropriate; (d) to receive funds, make payments of funds, and give receipts for funds; (e) to receive funds for the payment of expenses of Seller and such Selling Shareholder and apply such funds in payment for such expenses; (f) to do or refrain from doing any further act or deed on behalf Seller and such Selling Shareholder that the Shareholders’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Seller or such Selling Shareholder could do if personally present; (g) to receive service of process in connection with any claims under this Agreement; (h) to take any action on behalf of Seller and Selling Shareholders with respect to the Escrow Agreement and the Escrow Amount; and (i) to make payments and disbursements from, and otherwise take any action with respect to, the Seller Administrative Expense Fund.