Common use of Appointment of Stockholders’ Representative Clause in Contracts

Appointment of Stockholders’ Representative. (a) By voting in favor of the Merger or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "Representative"), to be its true and lawful attorney-in-fact for all matters in connection with this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the Preferred Stockholders with respect to all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretion.

Appointment of Stockholders’ Representative. (a) By voting in favor For purposes of this ------------------------------------------- Agreement, the Merger or participating in Paracer Stockholders hereby consent to the conversion appointment of Company Preferred Stock, each of Xxxxxxx X. Xxxxxx as the holders of Company Preferred Stock (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "Representative"), to be its true and lawful attorney-in-fact for and on behalf of the Paracer Stockholders (the "Stockholders' Representative"), and to the taking by the Stockholders' Representative of any and all matters 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 Paracer Stockholders, (ii) authorize delivery to Stratos of Escrow Shares in connection 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 Indemnification Claims, (iv) resolve any Indemnification Claims and (v) take all actions necessary in the judgment of the Stockholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations of this Agreement and the Escrow Agreement (Agreement. Accordingly, the "Subject Documents"), including without limitation the acceptance of any claim by Parent Stockholders' Representative has unlimited authority and the compromise of any disputes between Parent and any Preferred Stockholders relating power to any Subject Document. The Representative will act on behalf of the Preferred Stockholders each Paracer Stockholder with respect to this Agreement and the disposition, settlement or other handling of all matters requiring action Indemnification Claims. With respect to any interest in the Escrow, the Paracer Stockholders will be bound by all actions taken by the Preferred Stockholders under the Subject Documents. The Stockholders' Representative hereby accepts such appointment. The Representative in connection with all Indemnification Claims, and Stratos shall be entitled to reimbursement from the Preferred Stockholders rely on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake any action or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees decision of the Stockholders' Representative. The Stockholders' Representative is expressly authorized 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 Stockholders' Representative may rely upon on the advice of counsel, and the Stockholders' Representative will not be liable to anyone for anything done, omitted or suffered in good faith by the Stockholders' Representative based on such consultants and agentsadvice. By giving notice Except as expressly provided herein, the Stockholders' 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. The former Paracer Stockholders on whose behalf the Escrow Shares were contributed to the Escrow shall severally indemnify the Stockholders' Representative in and hold the manner provided by Section 10.1Stockholders' Representative harmless against any loss, Parent shall be deemed to have given notice to all liability or expense incurred without gross negligence or bad faith on the part of the Preferred Stockholders' Representative and arising out of or in connection with the acceptance or administration of the Stockholders' Representative's duties hereunder, including the reasonable fees and expenses of any action taken legal counsel retained by the Representative may be considered by Parent to be Stockholders' Representative. At any time during the action term of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serveEscrow Agreement, the Preferred Stockholders that are or were, in the aggregate, recipients holders of a majority of the Merger Consideration (shares in the "Majority Recipients") shall notify Parent in writing Escrow may, by written consent, appoint a new representative as the Stockholders' Representative by sending notice and a copy of the designation written consent appointing such new representative signed by the holders of a successor majority of the Escrow Shares to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof Stratos and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretion.Escrow

Appointment of Stockholders’ Representative. (a) By voting in favor Each of the Merger Stockholders party to this Agreement does hereby irrevocably make, constitute and appoint the Stockholders’ Representative as his, her or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "Representative")agent, to be act in his, her or its true name, place and lawful stead, as such Stockholder’s attorney-in-fact for fact, to (i) execute and deliver all matters documents necessary or desirable to carry out the intent of the this Agreement or the Escrow Agreement (including in the name of, or on behalf of, such Stockholder), (ii) make all elections or decisions entered into in connection with this Agreement and the Escrow Agreement, (iii) hold such Stockholder’s equity securities of the Company and transfer, exercise or convert such equity securities, as the case may be, in accordance with the terms hereof, (iv) act on such Stockholder’s behalf in connection with all obligations and agreements of the Stockholders under this Agreement and the Escrow Agreement, (v) amend, waive or otherwise change the "Subject Documents")terms or conditions of this Agreement and the Escrow Agreement on behalf of such Stockholder, including without limitation (vi) defend, settle and make payments to the acceptance Indemnified Parties on behalf of such Stockholder in connection with any claim for indemnification made by Parent any Indemnified Party pursuant to Article VIII hereof, (vii) give and receive on behalf of the compromise of Stockholders any disputes between Parent and any Preferred Stockholders relating all notices from or to any Subject Document. The Stockholder or Stockholders under the Agreement, (viii) if necessary or desirable, as determined by the Stockholders’ Representative will in its sole discretion, incorporate corporations, organize partnerships, organize limited liability companies and take similar actions on behalf of the Stockholders and take all actions in connection therewith, and (ix) otherwise exercise all rights of such Stockholder and otherwise act on behalf of the Preferred Stockholders with respect to all matters requiring action by the Preferred Stockholders such Stockholder under the Subject Documents. The Agreement and the Escrow Agreement and in connection with the Acquisition, in each case as if such Stockholder had personally done such act, and the Stockholders’ Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a severaldeath, but not joint and severalincapacity, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documentsdissolution, includingliquidation, but not limited to, the right to employ financial and legal advisors and other agents to undertake insolvency or to assist in the assessment, litigation and/or settlement bankruptcy of any such claims; provided, however, that Parent Stockholder shall not have any obligation terminate such appointment or liability for such expenses or for payment of any fees the authority and agency of the Stockholders’ Representative. The Representative power-of-attorney granted in this Section 1.12(a) is expressly authorized to rely upon the advice of such consultants coupled with an interest and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretionirrevocable.

Appointment of Stockholders’ Representative. By virtue of the ------------------------------------------- affirmative vote of the stockholders of IDRC required to approve the Merger and the agreement of the IDRC Optionholders, the Merger Agreement and this Agreement, the stockholders of IDRC and the IDRC Optionholders irrevocably appoint Xxxxx XxXxxxxx (athe "Stockholders' Representative") By voting in favor to act as attorney- in-fact of said stockholders and Optionholders with authority to make all decisions on behalf of said stockholders and Optionholders with respect to any matters arising from the indemnification obligations of the stockholders of IDRC and the IDRC Optionholders (including matters arising under Article VII of the Merger or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "Representative"Agreement), to be its true and lawful attorney-in-fact for all matters in connection with this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent ; and any Preferred Stockholders relating decisions made by the Stockholders' Representative with respect to any Subject Documentmatter thereof shall be final and binding on such stockholders and Optionholders. The Without limiting the foregoing, the Stockholders' Representative will act is authorized on behalf of the Preferred Stockholders stockholders of IDRC and IDRC Optionholders to (i) object to any claim for indemnification against the Escrow Property or the stockholders of IDRC or the IDRC Optionholders under Article VII of the Merger Agreement, (ii) settle or compromise any claim for such indemnification, (iii) assume responsibility for administering all matters arising under Article VII of the Merger Agreement, (iv) interpret on behalf of the stockholders of IDRC and the IDRC Optionholders all of the provisions of this Agreement and of Article VII of the Merger Agreement, and (v) generally to represent all stockholders of IDRC and the IDRC Optionholders and their heirs, personal representatives, successors and assigns with respect to all matters requiring action by the Preferred Stockholders arising under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint this Agreement and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority Article VII of the Merger Consideration (the "Majority Recipients") shall notify Parent Agreement. The Stockholders' Representative is authorized to retain counsel to assist him in writing matters relating to this Agreement and Article VII of the designation Merger Agreement and his obligations hereunder or thereunder, including the dispute of any claims. With respect to all matters set forth on Schedule 7.3 to the Merger Agreement, TeleSpectrum shall consult with the Stockholders' Representative regarding material developments relating to these matters and will not settle or reach a successor final resolution with regard to act as a those matters without the approval of the Stockholders' Representative, which approval will not unreasonably be withheld. TeleSpectrum will continue to retain the counsel previously retained by IDRC relating to the matters set forth on Schedule 7.3 to the Merger Agreement unless (i) the board of directors of TeleSpectrum shall otherwise determine and (ii) the Stockholders' Representative hereunder. The Majority Recipients can replace agrees with any such determination of the Representative at any time or from time to timeTeleSpectrum Board, provided such replacement Representative has prior thereto agreed to which agreement shall not unreasonably be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretionwithheld.

Appointment of Stockholders’ Representative. (a) By voting in favor Each of the Merger or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock Stockholders signing this Agreement hereby appoints Thomxx X. Xxxx (the xxe "Preferred StockholdersSTOCKHOLDERS' REPRESENTATIVE") hereby appoints Core Capital Partnerswith full power and authority to act as the representative, L.P. as its representative (the "Representative"), to be its true agent and lawful attorney-in-fact for all matters of each such Stockholder in connection with fulfilling the obligations of such Stockholders under this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the Preferred Stockholders with respect to perform all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documentsacts required hereunder, including, but not limited to, (i) making all decisions relating to the right to employ financial resolution and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any disputes under this Agreement, whether relating to such claimsStockholders' indemnification obligations hereunder or otherwise, and, in connection therewith, without limitation, receiving and delivering all notices, giving all approvals and waivers, signing and entering into all agreements, releases, certificates and instruments and exercising all rights of each such Stockholder in regard to his rights and obligations under this Agreement, (ii) directing Buyer to pay funds otherwise payable pursuant to the Notes delivered under SECTION 2.1, paragraph (b) to the Stockholders' Representative to enable Stockholders' Representative to have funds available to pay expenses incurred in the performance of his duties hereunder; providedand (iii) taking in general all action which the Stockholders' Representative, howeverin his sole discretion, that Parent shall not have any obligation considers necessary or liability for such expenses proper in connection with or for payment of any fees to carry out the transactions contemplated herein. Each of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants Stockholders signing this Agreement acknowledges and agents. By giving notice agrees that any payment made to the Stockholders' Representative in pursuant to clause (ii) of the manner provided by Section 10.1, Parent preceding sentence shall be deemed payment of such amount to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Documentdischarging Buyer's obligation to such Stockholder. In If the event that the Stockholders' Representative is shall die, become totally incapacitated, shall otherwise be unable to perform his or refuses to serveher duties or shall resign from such position, the Preferred Stockholders that are or were, in the aggregate, recipients of holding a majority of the Merger Consideration Company's stock on the date hereof shall appoint the new Stockholders' Representative to fill such vacancy (the "Majority RecipientsALTERNATE STOCKHOLDERS' REPRESENTATIVE") and shall notify Parent in writing Buyer concurrent with making such appointment. All decisions and actions of the designation Stockholders' Representative or the Alternate Stockholders' Representative shall be binding upon all of a successor the Stockholders and no Stockholder shall have the right to object, dissent from, protest or otherwise contest the same. The Buyer shall be permitted to rely upon any written instrument or document executed by the Stockholders' Representative or Alternative Stockholders' Representative. Buyer agrees and acknowledges that the Stockholders' Representative, the Alternate Stockholders' Representative and their respective affiliates shall have no liability to Buyer for any act or omission in their capacity as a the Stockholders' Representative and the Alternate Stockholders' Representative. Each Stockholder agrees and acknowledges that the Stockholders' Representative, the Alternate Stockholders' Representative and their respective affiliates shall have no liability to such Stockholder for any act or omission in their capacity as the Stockholders' Representative and the Alternate Stockholders' Representative except acts or omissions of the Stockholders' Representative or the Alternate Stockholders' Representative which constitute gross negligence, fraud or willful violation of law. To the extent Stockholders' Representative requires funds to fulfill his obligations under this SECTION 7.16 in addition to funds derived from Buyer's payment obligations under the Notes, each Stockholder severally covenants to reimburse the Stockholders' Representative or the Alternate Stockholders' Representative on demand for such Stockholder's pro rata share (determined in proportion to the percentage of Company shares owned as shown on Schedule 3.3) of all expenses incurred by the Stockholders' Representative or the Alternate 39 45 Stockholders' Representative in the performance of his duties hereunder. The Majority Recipients can replace Stockholders' Representative, the Alternate Stockholders' Representative at and their affiliates shall be and hereby are indemnified and held harmless by each Stockholder from and against any time and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or from time otherwise, of any nature whatsoever known or unknown, liquidated or unliquidated, that may be asserted against the Stockholders' Representative, the Alternate Stockholders' Representative or any of their affiliates or in which any of such persons may become involved, as a party or otherwise, arising out of the performance of the duties set forth in this SECTION 7.16; provided, that, the maximum liability of any Stockholder pursuant to timethis SECTION 7.16 to the Stockholders' Representative shall be limited to and not exceed the portion of the Purchase Price payable to such Stockholder less the amount paid to Buyer to fulfill the indemnification obligation of such Stockholder pursuant to this Agreement (it being understood that nothing in this SECTION 7.16 shall affect or diminish any Stockholder's indemnification obligation to Buyer pursuant to this Agreement), provided further, that, neither the Stockholders' Representatives, the Alternate Stockholders' Representative nor any of their affiliates shall be entitled to indemnification hereunder if it shall have been determined by a court of competent jurisdiction or as part of a settlement that such replacement Representative has prior thereto agreed person acted so as to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretionliable for gross negligence, fraud or willful violation of law.

Appointment of Stockholders’ Representative. (a) By voting in favor Each of the Merger or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock Stockholders signing this Agreement hereby appoints Xxxxxx X. Xxxx (the "Preferred Stockholders"“STOCKHOLDERS’ REPRESENTATIVE”) hereby appoints Core Capital Partnerswith full power and authority to act as the representative, L.P. as its representative (the "Representative"), to be its true agent and lawful attorney-in-fact for all matters of each such Stockholder in connection with fulfilling the obligations of such Stockholders under this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the Preferred Stockholders with respect to perform all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documentsacts required hereunder, including, but not limited to, (i) making all decisions relating to the right to employ financial resolution and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any disputes under this Agreement, whether relating to such claimsStockholders’ indemnification obligations hereunder or otherwise, and, in connection therewith, without limitation, receiving and delivering all notices, giving all approvals and waivers, signing and entering into all agreements, releases, certificates and instruments and exercising all rights of each such Stockholder in regard to his rights and obligations under this Agreement, (ii) directing Buyer to pay funds otherwise payable pursuant to the Notes delivered under SECTION 2.1, paragraph (b) to the Stockholders’ Representative to enable Stockholders’ Representative to have funds available to pay expenses incurred in the performance of his duties hereunder; providedand (iii) taking in general all action which the Stockholders’ Representative, howeverin his sole discretion, that Parent shall not have any obligation considers necessary or liability for such expenses proper in connection with or for payment of any fees to carry out the transactions contemplated herein. Each of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants Stockholders signing this Agreement acknowledges and agents. By giving notice agrees that any payment made to the Stockholders’ Representative in pursuant to clause (ii) of the manner provided by Section 10.1, Parent preceding sentence shall be deemed payment of such amount to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Documentdischarging Buyer’s obligation to such Stockholder. In If the event that the Stockholders’ Representative is shall die, become totally incapacitated, shall otherwise be unable to perform his or refuses to serveher duties or shall resign from such position, the Preferred Stockholders that are or were, in the aggregate, recipients of holding a majority of the Merger Consideration Company’s stock on the date hereof shall appoint the new Stockholders’ Representative to fill such vacancy (the "Majority Recipients"“ALTERNATE STOCKHOLDERS’ REPRESENTATIVE”) and shall notify Parent in writing Buyer concurrent with making such appointment. All decisions and actions of the designation Stockholders’ Representative or the Alternate Stockholders’ Representative shall be binding upon all of a successor the Stockholders and no Stockholder shall have the right to object, dissent from, protest or otherwise contest the same. The Buyer shall be permitted to rely upon any written instrument or document executed by the Stockholders’ Representative or Alternative Stockholders’ Representative. Buyer agrees and acknowledges that the Stockholders’ Representative, the Alternate Stockholders’ Representative and their respective affiliates shall have no liability to Buyer for any act or omission in their capacity as a the Stockholders’ Representative and the Alternate Stockholders’ Representative. Each Stockholder agrees and acknowledges that the Stockholders’ Representative, the Alternate Stockholders’ Representative and their respective affiliates shall have no liability to such Stockholder for any act or omission in their capacity as the Stockholders’ Representative and the Alternate Stockholders’ Representative except acts or omissions of the Stockholders’ Representative or the Alternate Stockholders’ Representative which constitute gross negligence, fraud or willful violation of law. To the extent Stockholders’ Representative requires funds to fulfill his obligations under this SECTION 7.16 in addition to funds derived from Buyer’s payment obligations under the Notes, each Stockholder severally covenants to reimburse the Stockholders’ Representative or the Alternate Stockholders’ Representative on demand for such Stockholder’s pro rata share (determined in proportion to the percentage of Company shares owned as shown on Schedule 3.3) of all expenses incurred by the Stockholders’ Representative or the Alternate Stockholders’ Representative in the performance of his duties hereunder. The Majority Recipients can replace Stockholders’ Representative, the Alternate Stockholders’ Representative at and their affiliates shall be and hereby are indemnified and held harmless by each Stockholder from and against any time and all claims, demands, liabilities, costs, expenses, damages, losses, suits, proceedings and actions, whether judicial, administrative, investigative or from time otherwise, of any nature whatsoever known or unknown, liquidated or unliquidated, that may be asserted against the Stockholders’ Representative, the Alternate Stockholders’ Representative or any of their affiliates or in which any of such persons may become involved, as a party or otherwise, arising out of the performance of the duties set forth in this SECTION 7.16; provided, that, the maximum liability of any Stockholder pursuant to timethis SECTION 7.16 to the Stockholders’ Representative shall be limited to and not exceed the portion of the Purchase Price payable to such Stockholder less the amount paid to Buyer to fulfill the indemnification obligation of such Stockholder pursuant to this Agreement (it being understood that nothing in this SECTION 7.16 shall affect or diminish any Stockholder’s indemnification obligation to Buyer pursuant to this Agreement), provided further, that, neither the Stockholders’ Representatives, the Alternate Stockholders’ Representative nor any of their affiliates shall be entitled to indemnification hereunder if it shall have been determined by a court of competent jurisdiction or as part of a settlement that such replacement Representative has prior thereto agreed person acted so as to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretionliable for gross negligence, fraud or willful violation of law.

Appointment of Stockholders’ Representative. (a) By voting in favor Each of the Merger or participating in the conversion of Company Preferred StockStockholders does hereby make, each of the holders of Company Preferred Stock constitute and appoint Xxxxxx Xxxxxx, Inc. (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "' Representative"), as his, her or its agent, to be act in his, her or its true name, place and lawful stead, as such Stockholder's attorney-in-fact for fact, to (i) execute and deliver all matters in connection with documents necessary or desirable to carry out the intent of this Agreement and the Escrow any other documents, instruments and/or agreements contemplated by this Agreement (the each, an "Subject DocumentsAdditional Agreement"), including without limitation (ii) determine whether the acceptance of conditions to Closing in Article VII hereof have been satisfied, (iii) initiate, defend or settle any claim by Parent and claims for indemnification under Article IX hereof and, except as set forth in Section 2.5(d), to serve as the compromise of any disputes between Parent and any Preferred Stockholders relating named party with respect to any Subject Document. The Representative will act such claims on behalf of each of the Stockholders, (iv) give and receive on behalf of the Preferred Stockholders with respect any and all notices from or to all matters requiring action by any Stockholder hereunder or under any Additional Agreement, (v) grant any consent or approval on behalf of the Preferred Stockholders under this Agreement, (vi) hold and pay over to the Subject Documents. The Buyer a portion of the Total Purchase Price on behalf of the Stockholders for the purpose of satisfying any payments which may be required pursuant to Section 2.6(f)(i), and (vii) make all other elections or decisions contemplated by this Agreement and any Additional Agreement, and does hereby give and grant unto the Stockholders' Representative the power and authority to do and perform each such act and thing whatsoever that the Stockholders may or are required to do pursuant to this Agreement and all Additional Agreements, and to amend, modify or supplement any of the foregoing in each such Stockholder's name, place and stead, as if such Stockholder had personally done such act, and Xxxxxx Xxxxxx, Inc. as Stockholders' Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a severaldeath, but not joint and severalincapacity, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documentsdissolution, includingliquidation, but not limited to, the right to employ financial and legal advisors and other agents to undertake insolvency or to assist in the assessment, litigation and/or settlement bankruptcy of any such claims; provided, however, that Parent Stockholder shall not have any obligation terminate such appointment or liability for such expenses or for payment of any fees the authority and agency of the Stockholders' Representative. The power-of-attorney granted in this Section is coupled with an interest and is irrevocable. The Stockholders agree jointly and severally to indemnify, defend and hold harmless the Stockholders' Representative is expressly authorized to rely upon from and against any and all loss, damage, liability and expense that may be incurred by the advice Stockholders' Representative arising out of or in connection with its acceptance or appointment as Stockholders' Representative under this Agreement (except such consultants as may result from the Stockholders' Representative's bad faith), including the legal costs and agentsexpenses of defending itself against any claim or liability in connection with its performance under this Agreement and any Additional Agreements executed and delivered by the Stockholders' Representative in connection with this Agreement or any Additional Agreement. By giving notice In connection with its appointment as set forth in clause (vi) above, the Stockholders' Representative hereby agrees for the benefit of the Stockholders that it will promptly (subject, if applicable, to the Representative resolution of any dispute in accordance with the manner provided by procedures set forth in Section 10.1, Parent shall be deemed to have given notice to all 2.6) satisfy any obligations of the Preferred StockholdersStockholders pursuant to Section 2.6(f)(i) out of, and any action taken in an amount not exceeding, the aggregate amount held by the Stockholders' Representative may be considered by Parent on the Stockholders' behalf pursuant to be the action of the Representative Section 2.4(e) and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration clause (the "Majority Recipients"vi) shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretionabove.

Appointment of Stockholders’ Representative. (a) By voting in favor Each stockholder of the Merger or participating in the conversion OSI and each holder of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") Units hereby appoints Core Capital Partners, L.P. Xxxx Xxxx as his or her or its representative (the "Representative"), to be its agent and true and lawful attorney-in-fact for all matters with the powers set forth in connection with this Agreement Section 1.17, and Xxxx Xxxx hereby accepts such appointment, as the Escrow Agreement (the "Subject Documents")“Stockholders’ Representative.” The Stockholders’ Representative shall, including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent shall have full power and any Preferred Stockholders relating to any Subject Document. The Representative will authority to, act on behalf of the Preferred Stockholders stockholders of OSI and the holders of Stock Units in connection with all matters relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby. The Stockholders’ Representative shall be the exclusive agent for and on behalf of the stockholders of OSI and the holders of Stock Units immediately prior to the Effective Time to: (i) give and receive notices and communications to or from Buyer, Acquisition Subsidiary or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby; (ii) authorize deliveries to Buyer and Acquisition Subsidiary of cash or other property from the Escrow Amount in satisfaction of claims asserted by Buyer and Acquisition Subsidiary (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to such claims; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such claims; and (v) take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. The Stockholders’ Representative shall be the sole and exclusive means of asserting or addressing any of the above and no former stockholder of OSI or holder of Stock Units shall have any right to act on its own behalf with respect to any such matters or other matters relating to this Agreement, the Escrow Agreement or any of the transactions or other matters contemplated hereby or thereby, other than any claim or dispute against the Stockholders’ Representative. Buyer and Acquisition Subsidiary, together with their respective Affiliates, shall be entitled to rely upon, and shall be fully protected in relying upon, the power and authority of the Stockholders’ Representative without independent investigation. No bond shall be required of the Stockholders’ Representative. Notices or communications to or from the Stockholders’ Representative shall constitute notice to or from each of the stockholders of OSI and holders of Stock Units immediately prior to the Effective Time. Each stockholder of OSI and each holder of Stock Units hereby agrees to indemnify and hold the Stockholders’ Representative harmless from and against, any and all matters requiring action liabilities or losses imposed on, incurred by or asserted against the Preferred Stockholders under Stockholders’ Representative in connection with this Agreement, except in the Subject Documents. The Representative hereby accepts such appointment. The event of the Stockholders’ Representative’s gross negligence or willful misconduct and the Stockholders’ Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis Escrow Amount of all reasonable expenses and losses and liabilities incurred in the performance of its his duties as the Stockholders’ Representative under the Subject Documentsthis Agreement, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent Buyer shall not have any obligation or liability for such expenses or for payment of any fees of the Stockholders’ Representative. The Stockholders’ Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Stockholders’ Representative dies or is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients stockholders of a majority OSI and holders of the Merger Consideration (the "Majority Recipients") shall Stock Units will promptly notify Parent Buyer in writing of the designation by them of a successor to act as a the Stockholders’ Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretion.

Appointment of Stockholders’ Representative. (a) By voting in favor Upon execution of this Agreement, from and after the Merger or participating in Closing Date, the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") Cash Consideration Stockholders do hereby appoints Core Capital constitute and appoint GSC Partners, L.P. as its representative (the "Representative"), to be its true their agent and lawful attorney-in-fact (the "Stockholders' Representative"), with full power and authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on behalf of the Cash Consideration Stockholders, to give and receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to such claims and take all matters such other steps and actions (or omissions to act) as the Stockholders' Representative may deem necessary, appropriate or advisable in connection with this Agreement Agreement, any amendment hereto and all documents relating hereto and thereto. The authority conferred under this Section shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the Escrow Agreement (Cash Consideration Stockholders or any of them, or by operation of law, whether by the "Subject Documents"), including without limitation the acceptance death or incapacity of any claim by Parent and Cash Consideration Stockholders, the compromise termination of any disputes between Parent and trust or estate or the occurrence of any Preferred Stockholders relating other event. If GSC Partners is unable to serve as the Stockholders' Representative for any Subject Document. The Representative will act on behalf of reason, the Preferred Stockholders with respect to all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The successor Stockholders' Representative shall be entitled to reimbursement from designated in writing by the Preferred Cash Consideration Stockholders on which held a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees majority of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice Shares immediately prior to the Representative in the manner provided by Section 10.1Closing. If any individual Cash Consideration Stockholders should die or become incapacitated, Parent shall be deemed to have given notice to all of the Preferred Stockholdersif any trust or estate should terminate or if any other such event should occur, and any action taken by the Stockholders' Representative pursuant to this Section shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the Stockholders' Representative shall have received notice of such death, incapacity, termination or other event. Any notice given to the Stockholders' Representative pursuant to Section shall constitute effective notice to the Cash Consideration Stockholders, and any other party to this Agreement or any other Person may be considered by Parent to be the action of the rely on any notice, consent, election or other communication received from such Stockholders' Representative and each Preferred Stockholder for whom as if such action was taken for notice, consent, election or other communication had been received from all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretionStockholders.

Appointment of Stockholders’ Representative. (a) By voting in favor Seller hereby represents, warrants and agrees that the Stockholders’ Representative has been designated as the representative of the Merger or participating in Seller and as the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock (the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (the "Representative"), to be its true and lawful attorney-in-fact and agent for and on behalf of the Indemnifying Party, each Company Stockholder and each Major Entitled Optionee, as applicable, with respect to (i) claims for indemnification under this Article IX, (ii) for purposes of the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement and (iii) for the purposes set forth in Section 2.03, related to the working capital adjustment, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders’ Representative under this Agreement, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement, including the exercise of the power to: (a) give and receive notices and communications to or from Buyer (on behalf of itself or any Indemnifying Party, any Company Stockholder and any Major Entitled Optionee) relating to this Agreement, Holdback Release Agreement, the Escrow Agreement or the Registration Rights Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Persons individually); (b) authorize the release or delivery to Buyer of Escrow Cash in satisfaction of indemnification claims by a Buyer Indemnified Party pursuant to this Article IX (including by not objecting to such claims) and the Escrow Agreement; (c) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to, (i) any amendment hereto or of the Holdback Release Agreement, Escrow Agreement or the Registration Rights Agreement after the date hereof (ii) indemnification claims by any Buyer Indemnified Party pursuant to this Article IX or (iii) any other claim by any Buyer Indemnified Party, against any Indemnifying Party or by any Indemnifying Party against any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Indemnifying Party, in each case relating to this Agreement, the Escrow Agreement or the Registration Rights Agreement or any of the transactions and other matters contemplated hereby or thereby; (d) selection of the Auditor under Sections 2.03 and 2.06, and (e) take all actions necessary or appropriate in the judgment of the Stockholders’ Representative for the accomplishment of the foregoing. The Stockholders’ Representative shall have authority and power to act on behalf of each Indemnifying Party, Company Stockholder and Major Entitled Optionee, as applicable, with respect to the disposition, settlement or other handling of all claims pursuant to this Article IX, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement, and all rights or obligations arising pursuant to this Article IX, the Holdback Release Agreement, the Escrow Agreement and the Registration Rights Agreement. Each Indemnifying Party, Company Stockholders and Major Entitled Optionee, as applicable, shall be conclusively bound, without right of appeal or objection, by all actions taken and documents executed by the Stockholders’ Representative in connection with this Article IX, the Holdback Release Agreement, the Escrow Agreement and the Escrow Agreement (the "Subject Documents")Registration Rights Agreement, including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the Preferred Stockholders with respect to all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative each Buyer Indemnified Party shall be entitled to reimbursement from the Preferred Stockholders rely on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake any action or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees decision of the Stockholders’ Representative. The Representative is expressly authorized to rely upon Person serving as the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the ’ Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or replaced from time to time, time by Company Stockholders as provided such replacement in an agreement with the Stockholders’ Representative has and upon not less than thirty (30) days’ prior thereto agreed written notice to Buyer. No bond shall be bound by required of the terms hereof and Stockholders’ Representative. Notices or communications to or from the Escrow Agreement in a writing acceptable Stockholders’ Representative shall constitute notice to Parent in its sole and absolute discretionor from the Company pursuant to Section 10.01.

Appointment of Stockholders’ Representative. (a) By voting in favor of the Merger or participating in the conversion of Company Preferred Stock, each of the holders of Company Preferred Stock The Significant Stockholders hereby appoint Xxxxxxx X. Xxxxxxx (the "Preferred “Stockholders"’ Representative”) hereby appoints Core Capital Partners, L.P. as its representative (the "Representative"), to be its true and lawful attorney-in-fact for all matters of the Significant Stockholders, with full power and authority, acting in connection with this Agreement the name of and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf of the Preferred Significant Stockholders to execute the Paying Agent Agreement or to amend or waive any provision, on behalf of the Significant Stockholders, of this Agreement, the Merger Agreement and the other Transaction Documents and to do all other things and to take all other action under or related to this Agreement, the Merger Agreement or any of the other Transaction Documents which, in the Stockholders’ Representative’s discretion, may consider necessary or proper to effectuate the transactions contemplated by this Agreement, the Merger Agreement and related documents and to resolve any dispute, on behalf of the Significant Stockholders, with Parent, the Company or the Surviving Corporation, as appropriate, over any aspect of this Agreement, the Merger Agreement or any of the other Transaction Documents and on behalf of the Significant Stockholders to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding the Significant Stockholders as if the Significant Stockholders had personally entered into such an agreement. Each Significant Stockholder acknowledges that Xxxxxxx X. Xxxxxxx may serve as a director, officer and employee of Parent, Merger Sub and/or the Company during the term of his activity as Stockholders’ Representative. The Significant Stockholders agree and acknowledge that the Stockholders’ Representative shall also have the authority set forth in Section 9.5 of the Merger Agreement, and the provisions of Section 9.5 of the Merger Agreement are incorporated herein by reference. Parent, Merger Sub, the Company and the Surviving Corporation shall be able to rely conclusively on the actions, instructions and decisions of the Stockholders’ Representative on behalf of the Significant Stockholders, including any actions, instructions and decisions as to the defense or settlement of any claims for indemnification by Parent, the Company and the Surviving Corporation pursuant to Section 7 hereof or with respect to all any other matters requiring action by hereunder or in any of the Preferred Stockholders under the Subject other Transaction Documents. The Representative hereby accepts such appointment. The Representative None of Parent, the Company and the Surviving Corporation shall be entitled liable to reimbursement the Significant Stockholders for any Losses or other damages resulting from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited toParent’s, the right to employ financial Company’s or the Surviving Corporation’s reliance on the actions, instructions and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees decisions of the Stockholders’ Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of a successor to act as a Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement in a writing acceptable to Parent in its sole and absolute discretion.

Appointment of Stockholders’ Representative. (aForming a part of the terms and conditions of the transaction) By voting executing this Letter of Transmittal, the undersigned hereby consents and agrees to, ratifies, confirms and acknowledges: (i) the appointment of Stockholders’ Representative as the representative for the undersigned and the other Former Stakeholders, with the power and authority to act on the undersigned’s behalf as set forth in favor Section 10.13 of the Merger or participating in the conversion of Company Preferred StockAgreement; (ii) that, each subject to Section 10.13 of the holders Merger Agreement, he, she or it shall be bound by all that the Stockholders’ Representative, pursuant to Section 10.13 of Company Preferred Stock the Merger Agreement, shall already have done or caused to be done and shall do or cause to be done, by virtue of his appointment as the Stockholders’ Representative pursuant to Section 10.13 of the Merger Agreement; (iii) that, subject to Section 10.13 of the "Preferred Merger Agreement, he, she or it shall be bound by any delivery by the Stockholders"’ Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Stockholders’ Representative pursuant to Section 10.13 of the Merger Agreement, as fully as if he, she or it had executed and delivered such documents; (iv) hereby appoints Core Capital Partnersthat the Stockholders’ Representative shall receive reimbursement from, L.P. as its representative and be indemnified severally by, the Former Stakeholders (including the "Representative"undersigned), to be its true and lawful attorney-in-fact for all matters in connection accordance with this Agreement and the Escrow Agreement (the "Subject Documents"), including without limitation the acceptance of any claim by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will act on behalf Section 10.13(b) of the Preferred Stockholders with respect to Merger Agreement, for any and all matters requiring action Damages or expenses incurred by the Preferred Stockholders under the Subject Documents. The Stockholders’ Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance or discharge of its duties as Representative under pursuant to Section 10.13 of the Subject DocumentsMerger Agreement; (v) that the Former Stakeholders are bound by the terms of Section 10.13 of the Merger Agreement, including, including (but not limited to, ) the right terms with respect to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees indemnification of the Representative. The Stockholders’ Representative is expressly authorized to rely upon by the advice of such consultants Former Stakeholders; and agents. By giving notice (vi) subject to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority terms of the Merger Consideration (Agreement, upon depositing the "Majority Recipients") shall notify Parent amount payable to the Former Stakeholders in writing accordance with the terms of the designation of a successor to act as a Merger Agreement with the Stockholders’ Representative hereunder. The Majority Recipients can replace the Representative at any time or from time to time, provided such replacement Representative has prior thereto agreed to be bound by the terms hereof and the Escrow Agreement Agent (in a writing acceptable accordance with the terms of the Escrow Agreement), Parent, Merger Sub and the Surviving Corporation shall thereafter have no further liability to Parent in its sole and absolute discretionany NSC Stockholder for any such payment so deposited.

Appointment of Stockholders’ Representative. By the execution and delivery of this Agreement, each Selling Stockholder hereby irrevocably constitutes and appoints DKM as the true and lawful agent and attorney-in-fact (the "Stockholders' Representative") of such Selling Stockholder with full authority and power of substitution to act in the name, place and stead of such Selling Stockholder with respect to the consummation of the transactions contemplated hereunder and under any other Transaction Documents, including without limitation the power and authority to (a) By voting execute any amendment to this Agreement, or a waiver of any provision of this Agreement (including without limitation the waiver of any breach by Buyer under this Agreement or the waiver of any condition precedent to the Closing under Sections 8.1 or 8.3 hereof other than any waiver of clauses (i), (ii), (iii), (iv), (v) or (vi) of Section 9.1(a)), as the Stockholders' Representative shall deem necessary or appropriate in favor its, his or her sole discretion; provided, however, that (x) without the written consent of all of the Merger Selling Stockholders, the Stockholders' Representative shall not have the authority to execute any amendment which would amend Section 2.2 or participating in the conversion of Company Preferred Stock, each definition of the holders of Company Preferred Stock Premium Amount (other than an amendment which would increase the "Preferred Stockholders") hereby appoints Core Capital Partners, L.P. as its representative (Selling Common Stockholders Closing Payment or otherwise which would increase the "Representative"Purchase Price), Section 3.2 or Article XI hereof (excluding Sections 11.3 or 11.4 and excluding any amendment to such Article which would increase the rights or remedies of the Selling Stockholders), (y) without the written consent of the Preferred Stockholder, the Stockholders' Representative shall not have the authority to execute any amendment which would amend Section 2.5(e) or the definitions of Preferred Stock Premium Amount, Preferred Stock Value Amount or Preferred Stock Payment or which would otherwise affect only the Preferred Stockholder and not the other Selling Stockholders and (z) the Stockholders' Representative shall not have the authority to execute any amendment which would adversely affect any Selling Common Stockholder(s) but not the other Selling Common Stockholders without the written consent of such adversely affected Selling Common Stockholder(s), (b) execute and deliver the Release (including any Release delivered pursuant to Section 10.2(b)), the Deposit Escrow Agreement, the Indemnification Escrow Agreement, the Certificate to be delivered by the Selling Stockholders pursuant to Section 8.2(a) and any amendment to or waiver of any of such instruments and any and all other Transaction Documents in connection herewith, (c) execute and deliver the written instructions described in Section 11.9 on behalf of such Selling Stockholder and to deliver any instructions under the Deposit Escrow Agreement or the Indemnification Escrow Agreement or as otherwise permitted or contemplated hereunder or under any other Transaction Document, (d) receive or deliver any and all notices required to be delivered to or sent by the Selling Stockholders pursuant to this Agreement or any other Transaction Documents, (e) perform the obligations and rights of such Selling Stockholder under the Deposit Escrow Agreement and the Indemnification Escrow Agreement and any and all other Transaction Documents, (f) receive, hold and deliver to Buyer the certificates for the Shares and the Series A Preferred Shares and any other documents (including stock powers or other instruments of transfer) relating thereto, (g) execute, acknowledge, deliver, record and file all ancillary agreements, certificates and documents which the Stockholders' Representative deems necessary or appropriate in its, his or her sole discretion in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement, (h) terminate this Agreement in accordance with Section 10.1, at the request of a Majority-in-Interest of the Selling Stockholders, (i) perform the obligations and exercise the rights hereunder and under the Deposit Escrow Agreement or the Indemnification Escrow Agreement, including, without limitation, the settlement of any claims and disputes with Buyer arising hereunder or thereunder, and (k) take any other action permitted or contemplated to be taken by the Stockholders' Representative hereunder or under any other Transaction Documents. The parties hereto understand and agree that the Stockholders' Representative may, but shall be under no duty or obligation to, take or refrain from taking any or all of the above actions or any other action, and any taking or refraining from taking any or all of the above actions or any other action shall not create any duty or obligation to take or to refrain from taking any later or successive action. Buyer, the other Buyer Indemnified Parties, and any other person, may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders' Representative as the action of each Selling Stockholder in all matters referred to herein, and each Selling Stockholder confirms all that the Stockholders' Representative shall do or cause to be done by virtue of his or her or its true appointment as Stockholders' Representative. All actions by the Stockholders' Representative are acknowledged by the parties hereto to be taken by it solely as agent and lawful attorney-in-fact for each Selling Stockholder. By the execution of this Agreement, DKM has accepted its appointment as the initial Stockholders' Representative and in consideration for DKM's (or any successor's) agreement to act as the Stockholders' Representative, each Selling Stockholder hereby consents and agrees to all matters actions or inactions taken or omitted to be taken in connection with good faith by the Stockholders' Representative under this Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement or any other Transaction Documents and hereby agrees to indemnify and hold DKM and each of DKM's stockholders, Affiliates, directors, officers, employees and representatives (collectively, the "Representatives") and any and all successor Stockholders' Representative and their respective Representatives harmless from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and attorneys' fees and expenses, if any) incurred in any claim, action, dispute or proceeding between any such person and the Selling Stockholders (or any of them) or between any such person and any third party (including, without limitation, Buyer or the Company or any Affiliate thereof) or otherwise incurred or suffered as a result of or arising out of such actions or inactions by the Stockholders' Representative or otherwise relating to DKM's (or any successor's) appointment as the Stockholders' Representative. Each Selling Stockholder covenants and agrees that it will not voluntarily revoke the power of attorney conferred in this Section 12.17. If any Selling Stockholder dies or becomes incapacitated, disabled or incompetent (such deceased, incapacitated, disabled or incompetent Selling Stockholder being a "Former Selling Stockholder") and, as a result, the power of attorney conferred by this Section 12.17 is revoked by operation of law, it shall not be a breach by such Former Selling Stockholder under this Agreement if the heirs, beneficiaries, estate, administrator, executor, guardian, conservator or other legal representative of such Former Selling Stockholder (each a "Successor Selling Stockholder") confirms the appointment of the Stockholders' Representative as agent and attorney-in-fact for such Successor Selling Stockholder. Notwithstanding the foregoing sentence, if the power of attorney conferred by this Section 12.17 is revoked by operation of law and thereafter not reconfirmed by the Successor Selling Stockholder prior to the Closing, such revocation shall not be deemed a breach by the Successor Selling Stockholder of any of the provisions of this Agreement provided that the Shares or Series A Preferred Shares held by such Successor Selling Stockholder are delivered for transfer to Buyer at the Closing duly endorsed for transfer or accompanied by stock powers duly endorsed for transfer and further provided that such Successor Selling Stockholder executes and delivers such other certificates, documents or instruments (including, without limitation, any amendments hereto, the Deposit Escrow Agreement and the Indemnification Escrow Agreement (Agreement) that would have been delivered on its behalf by the "Subject Documents"), including without limitation Stockholders' Representative had such Successor Selling Stockholder reconfirmed the acceptance agency and power of any claim attorney conferred by Parent and the compromise of any disputes between Parent and any Preferred Stockholders relating to any Subject Documentthis Section 12.17. The Stockholders' Representative will act on behalf may resign as the Stockholders' Representative for any reason and at any time by written notice to Buyer and each Selling Stockholder. If at any time DKM (or any successor Stockholders' Representative) resigns from its position as the Stockholders' Representative, the Majority-in-Interest of the Preferred Selling Stockholders with respect to all matters requiring action by the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall be entitled to reimbursement from the Preferred Stockholders on designate a several, but not joint successor as soon as practicable and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent to be the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject Document. In the event that the Representative is unable or refuses to serve, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent Buyer in writing of such designation. Upon written notice delivered to Buyer, the designation Selling Stockholders may change the identity of a successor to act the Stockholders' Representative by written consent signed by the Majority-in-Interest of the Selling Stockholders (including as a Representative hereunderresult of the resignation by the Stockholders' Representative). The Majority Recipients can replace Each of the Representative at any time Selling Stockholders hereby consents and agrees to all actions or from time to time, provided such replacement Representative has prior thereto agreed inactions taken or omitted to be bound taken in good faith by the terms hereof Majority-in-Interest of the Selling Stockholders under this Agreement, the Deposit Escrow Agreement, the Indemnification Escrow Agreement or any other Transaction Document and hereby agrees to indemnify and hold harmless the Majority-in-Interest of the Selling Stockholders and each of its Representatives from and against all damages, losses, liabilities, charges, penalties, costs and expenses (including court costs and attorneys' fees and expenses) incurred in any claim, action, dispute or proceeding between any such person or persons and the Escrow Agreement in Selling Stockholders (or any of them) or between any such person or persons and any third party (including, without limitation, Capstar, Buyer or the Company) or otherwise incurred or suffered as a writing acceptable to Parent in its sole and absolute discretionresult of or arising out of such actions or inactions.

Appointment of Stockholders’ Representative. (a) By voting in favor of the Merger or participating in the conversion of Company Preferred Stock, The Stockholders hereby appoint each of the holders of Company Preferred Stock Keith R. Halls xxx Xxxxen J. Lund (xxxx xxxx xxxson, whether acting singly or in concert, and any successor or successors being the "Preferred Stockholders' Representative") hereby appoints Core Capital Partners, L.P. as its their legal representative (the "Representative"), to be its true and lawful attorneyAttorney-in-fact for Fact (i) to do any and all matters things and execute all documents and papers, in each Stockholder's name, place and stead, in any way such Stockholder could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including, without limitation, to (i) amend, cancel or extend, or waive the terms of this Agreement, the Stockholders' Escrow Agreement or any other ancillary documents or agreements prepared in connection with this Agreement, (ii) provide the "Subject Documents")notices of dispute and adjustments to the consideration pursuant to Section 2.08, including without limitation (iii) accept and deliver shares, promissory notes or cash in the acceptance amount of any claim by Parent and the compromise fractional share amount due to each Stockholder, on behalf of any disputes between Parent and any Preferred Stockholders relating to any Subject Document. The Representative will such Stockholders, (iv) act on behalf of the Preferred Stockholders with respect to all matters requiring action claims (including the settlement thereof) made by NSAP or the Preferred Stockholders under the Subject Documents. The Representative hereby accepts such appointment. The Representative shall for indemnification pursuant to Articles VIII and X and with respect to any actions to be entitled to reimbursement from the Preferred Stockholders on a several, but not joint and several, basis of all reasonable expenses incurred in the performance of its duties as Representative under the Subject Documents, including, but not limited to, the right to employ financial and legal advisors and other agents to undertake or to assist in the assessment, litigation and/or settlement of any such claims; provided, however, that Parent shall not have any obligation or liability for such expenses or for payment of any fees of the Representative. The Representative is expressly authorized to rely upon the advice of such consultants and agents. By giving notice to the Representative in the manner provided by Section 10.1, Parent shall be deemed to have given notice to all of the Preferred Stockholders, and any action taken by the Representative may be considered by Parent Stockholders pursuant to the terms of the Stockholders' Escrow Agreement and (vi) accept, on behalf of the Stockholders, all notices required to be delivered to the action of the Representative and each Preferred Stockholder for whom such action was taken for all purposes of any Subject DocumentStockholders under this Agreement. In the event that one or both of the Representative is Stockholders' Representatives becomes unable or refuses unwilling to servecontinue in his capacity as Stockholders' Representative, the Preferred Stockholders that are or were, in the aggregate, recipients of a majority of the Merger Consideration (the "Majority Recipients") shall notify Parent in writing of the designation of appoint a successor Stockholders' Representative by written notice to act as a Representative hereunderNSAP. All references herein to "Stockholders' Representative" shall include any such successor Stockholders' Representative. The Majority Recipients can replace Stockholders hereby consent to the taking of any and all actions and the making of any decisions required or permitted to be taken by the Stockholders' Representative at any time under this Agreement or from time to time, provided such replacement Representative has prior thereto agreed to the Stockholders' Escrow Agreement. The Stockholders shall be bound by all actions taken by the terms hereof Stockholders' Representative in his capacity thereof. NSAP shall be entitled to rely, as being binding upon each of the Stockholders, any document or other paper believed by it to be the genuine and correct and to have been signed or sent by the Escrow Agreement Stockholders' Representative, and NSAP shall not be liable to the Stockholders for any action taken or omitted to be taken by it in a writing acceptable such reliance. Copies of any notice given by NSAP to Parent the Stockholders' Representative shall be provided to each of those persons specified in its sole and absolute discretionSection 11.02.