Common use of Appointment of the Seller Representative Clause in Contracts

Appointment of the Seller Representative. (a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Buyer Indemnitee pursuant to this Article IX, the Seller Representative is hereby appointed to serve as the representative of the Seller and the Shareholders. The Seller Representative shall have full power and authority to make, on behalf of the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the Seller Parties in all respects with respect to this Agreement, including, without limitation, the amendment or termination thereof. All decisions and actions by the Seller Representative shall be binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same. (b) Each of the Seller Parties agree that (i) the provision of this Section 9.09 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 9.09 would be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer to the Seller Representative shall, as between Parent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication or writings given or executed by the Seller Representative in connection with any claims for indemnity or set-off and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Seller Representative. Parent and Buyer shall be entitled to disregard any notices or communications given or made by the Seller Parties in connection with any claims for indemnity or set-off unless given or made through the Seller Representative.

Appointment of the Seller Representative. (a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Buyer Indemnitee pursuant to this Article IX, the Each Seller Representative is hereby appointed to serve and Additional Seller irrevocably appoints and authorizes PWP Fund I as the representative “Seller Representative” and in such capacity as its agent and attorney-in-fact to take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement and any Ancillary Agreements which require any form of the Seller and the Shareholdersor Additional Seller approval or consent, together with all such powers as are reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have full power and authority no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. Buyer shall be entitled to make, deal exclusively with the Seller Representative on behalf of the Seller Parties, any and all decisions Sellers and Additional Sellers with respect to all matters relating to this Agreement and the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to Ancillary Agreements, and shall be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf rely conclusively (without further evidence of the Seller Parties in all respects with respect to this Agreement, including, without limitation, the amendment or termination thereof. All decisions and actions by the Seller Representative shall be binding upon all of the Seller Partiesany kind whatsoever), and will have no Seller Party shall have Liability whatsoever to the right to object to, dissent from, protest or otherwise contest the same. (b) Each of the Seller Parties agree that (i) the provision of this Section 9.09 are independent Sellers and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 9.09 would be inadequateAdditional Sellers, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer to the Seller Representative shall, as between Parent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon on any communication and all documents executed or writings given purported to be executed on behalf of any Seller or executed Additional Seller by the Seller Representative in connection with Representative, and on any other action taken or purported to be taken on behalf of any Seller or Additional Seller by the Seller Representative, as fully binding upon such Seller or Additional Seller and will be indemnified by Sellers and Additional Sellers from and against all Liabilities arising out of, actions, decisions and determinations of the Seller Representative. (b) Without limiting the generality of the foregoing Section 15.1(a), the Seller Representative, acting alone without the consent of any other Seller or Additional Seller, is hereby authorized to (i) take any and all actions under Section 2, (ii) supervise, defend, coordinate and negotiate claims for indemnity indemnification under Section 13 (including settlements thereof), (iii) effect payments to Sellers and Additional Sellers hereunder, (iv) receive or set-off give notices hereunder, (v) receive or make payment hereunder, (vi) execute waivers or amendments hereof, (vii) execute and deliver documents, releases and/or receipts hereunder, and/or (viii) terminate this Agreement pursuant to the terms of Section 12.1. (c) The Parties confirm their understanding that the Seller Representative is an affiliate of a Seller, and that it shall have the same rights and powers under this Agreement as any other Seller and may exercise or refrain from exercising the same as though it were not the Seller Representative. (d) The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable in to any manner whatsoever Seller or Additional Seller for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (e) The Seller Representative shall not be liable for (i) any action or omission consented to or requested by a majority in interest of the other Sellers and Additional Sellers (based on respective Pro Rata Shares), or (ii) any action or omission otherwise taken by it hereunder except (in reliance upon the actions taken or not taken or communications or writings given or executed case of this clause (ii) only) in the case of willful misconduct by the Seller Representative. Parent and Buyer The Seller Representative shall not be entitled deemed to disregard be a trustee or other fiduciary on behalf of any notices Seller, Additional Seller or communications given or made by any other Person, nor shall the Seller Parties Representative have any liability in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty as to, nor shall it be responsible for or have any duty to ascertain, inquire into or verify (A) any statement, warranty or representation made in or in connection with this Agreement or the Ancillary Agreements, (B) the performance or observance of any claims of the covenants or agreements of Sellers or Additional Sellers under this Agreement or any of the other Ancillary Agreements, or (C) the genuineness of this Agreement, the Ancillary Agreements or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and to be signed or sent by the proper party or parties. (f) Each Seller and Additional Seller shall, ratably in accordance with his or its Pro Rata Share pay or reimburse the Seller Representative, upon presentation of an invoice, for indemnity all costs and expenses of the Seller Representative (including fees and expenses of counsel to the Seller Representative) in connection with (i) the enforcement of this Agreement and any of the Ancillary Agreements and/or the protection or set-off unless given preservation of the rights of each Seller, Additional Seller and/or the Seller Representative against Buyer, or any of their respective assets and (ii) any amendment, modification or waiver of any of the terms of this Agreement or any Ancillary Agreements (whether or not any such amendment, modification or waiver is signed or becomes effective). Such amounts shall first be paid out of an advance amount equal to $500,000 (the “Advance Amount”), which will be delivered by Buyer to the Seller Representative at the Closing as a deduction from the Purchase Price which the Seller Representative shall maintain in a separate account for application under this Section 15.1. (g) Each Seller and Additional Seller shall, ratably in accordance with such Seller’s or Additional Seller’s respective Pro Rata Share, indemnify, defend and hold harmless the Seller Representative and the Seller Representative’s Affiliates and their respective partners, directors, officers, managers, members, agents, attorneys, employees and shareholders of each of the foregoing against any claim that such indemnitees may suffer or incur in connection with its capacity as the Seller Representative, or any action taken or omitted by such indemnitees hereunder or under the Ancillary Agreements (except such resulting from such indemnitees’ willful misconduct). (h) Each Seller and Additional Seller acknowledges that it has, independently and without reliance upon the Seller Representative, Buyer, Parent or any other Seller or Additional Seller, and based on such documents and information as it has deemed appropriate, made through its own legal analysis and decision to enter into this Agreement. Each Seller and Additional Seller also acknowledges that it or he will, independently and without reliance upon the Seller Representative, Buyer, Parent or any other Seller or Additional Seller, and based on such documents and information as it or he shall deem appropriate at the time, continue to make its or his own decisions in taking or not taking any action under this Agreement. Each Seller and Additional Seller acknowledges and agrees that the Distribution Methodology and Allocation is accurate and correct with respect to such Seller and Additional Seller. (i) The Seller Representative may resign at any time by giving notice thereof to Sellers and Additional Sellers. Upon any such resignation, Sellers and Additional Sellers shall, upon the prior written consent of Buyer, appoint a successor Seller Representative. If no successor Seller Representative shall have been appointed by Sellers or Additional Seller , and shall have accepted such appointment, within 30 days after the retiring Seller Representative gives notice of resignation, then the retiring Seller Representative, may, on behalf of Sellers and Additional Sellers, upon the prior written consent of Buyer, appoint a successor Seller Representative, which shall be any Seller or Additional Seller. Upon the acceptance of its appointment as the Seller Representative hereunder by a successor Seller Representative, such successor Seller Representative shall thereupon succeed to and become vested with all the rights and duties of the retiring Seller Representative, and the retiring Seller Representative shall be discharged from its duties and obligations hereunder. After the retiring Seller Representative’s resignation hereunder as the Seller Representative, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Seller Representative. (j) The Seller Representative shall not be required by the Sellers or Additional Sellers to institute or be permitted to defend any action involving any matters referred to herein or which affects it or its duties or liabilities hereunder, unless or until requested to do so by any party to this Agreement and then only upon receiving full indemnity, in character satisfactory to the Seller Representative, against any and all claims, liabilities and expenses, including reasonable attorneys’ fees in relation thereto. (k) This Section 15.1 sets forth all of the duties of the Seller Representative to the Sellers and Additional Sellers with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement or any of the Ancillary Agreements against the Seller Representative. The obligations of the Seller Representative hereunder and under the Ancillary Agreements are only those expressly set forth herein and therein. (l) The Seller Representative shall disburse any remaining Advance Amount to Sellers and Additional Sellers in accordance with the Distribution Methodology at such time that it determines in its sole discretion that it is no longer necessary to hold such funds. (m) Notwithstanding anything to the contrary in this Agreement, only the Seller Representative (on behalf of any Seller Indemnified Party), and not any Seller Indemnified Party individually, will have the right to assert a claim for indemnification pursuant to any Seller Indemnified Party’s rights hereunder (including Section 13.4).

Appointment of the Seller Representative. (a) In order Each Selling Party irrevocably appoints and authorizes WT Representative LLC, as the “Seller Representative” and in such capacity as its agent and attorney-in-fact to efficiently administer the defense and/or settlement take such action as agent and attorney-in-fact on its, her or his behalf and any successors or assignees and to exercise such powers under this Agreement and any Ancillary Agreements which require any form of approval or consent of any claims for indemnity by a Buyer Indemnitee pursuant to this Article IXSelling Party, the Seller Representative is hereby appointed to serve together with all such powers as the representative of the Seller and the Shareholdersare reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have full power and authority no liability to make, any Selling Party for any acts or omissions of any such sub-agent or attorney-in-fact if selected by it with reasonable care. Buyer shall be entitled to deal exclusively with the Seller Representative on behalf of the Seller Parties, any and all decisions Selling Parties with respect to all matters relating to this Agreement and the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to Ancillary Agreements, and shall be entitled to indemnity pursuant rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to this Article IX and otherwise to act be executed on behalf of the Seller Parties in all respects with respect to this Agreement, including, without limitation, the amendment or termination thereof. All decisions and actions any Selling Party by the Seller Representative shall Representative, and on any other action taken or purported to be taken on behalf of any Selling Party by the Seller Representative, as fully binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the samesuch Selling Party. (b) Each Without limiting the generality of the foregoing Section 9.1(a), the Seller Parties agree that Representative, acting alone without the consent of any other Selling Party, is hereby authorized to (i) the provision of this take any and all actions under Section 9.09 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement2, (ii) effect payments to the remedy at law for any breach of the provisions of this Section 9.09 would be inadequateSelling Parties hereunder, and (iii) the provisions of Section 9.01 receive and/or give notices hereunder, (iv) receive and/or make payment hereunder, (v) execute waivers and/or amendments hereof, and/or (vi) execute and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Partiesdeliver documents, releases and/or receipts hereunder. (c) Any notice or communication delivered by Parent or Buyer to the The Seller Representative shallmay consult with legal counsel, as between Parent independent public accountants and Buyerother experts selected by it and shall not be liable to any Selling Party for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, on the one hand, and the accountants or experts. (d) The Seller Parties, on the other, be deemed Representative shall incur no liability of any kind to have been delivered any Selling Party with respect to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication action or writings given or executed omission by the Seller Representative in connection with the Seller Representative’s services pursuant to this Agreement and any claims for indemnity or set-off and shall not be liable agreement ancillary except in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed case of willful misconduct by the Seller Representative. Parent The Seller Representative shall not be deemed to be a trustee or other fiduciary on behalf of any Selling Party or any other Person, nor shall the Seller Representative have any liability to any Selling Party in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty to any Selling Party as to, nor shall it be responsible for or have any duty to any Selling Party to ascertain, inquire into or verify, (A) any statement, warranty or representation made in or in connection with this Agreement or the Ancillary Agreements, (B) the performance or observance of any of the covenants or agreements of the Selling Parties under this Agreement or any of the Ancillary Agreements, or (C) the genuineness, legality, validity, binding effect, enforceability, value, sufficiency, effectiveness or genuineness of this Agreement, the Ancillary Agreements or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall not incur any liability to any Selling Party by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and to be signed or sent by the proper party or parties. (e) Each Selling Party shall, ratably in accordance with his, her or its Pro Rata Share pay or reimburse the Seller Representative, upon presentation of an invoice, for all costs, losses and expenses of the Seller Representative (including, without limitation, fees and expenses of counsel to the Seller Representative) in connection with (i) the enforcement of this Agreement and any of the Ancillary Agreements and/or the protection or preservation of the rights of each Selling Party and/or the Seller Representative against Buyer, or any of their respective assets, and (ii) any amendment, modification or waiver of any of the terms of this Agreement or any Ancillary Agreements (whether or not any such amendment, modification or waiver is signed or becomes effective). Such amounts shall first be paid out of a fund equal to $100,000 (the “Seller Representative Expense Fund”), which will be delivered by Buyer to the Seller Representative at the Closing as a deduction from the Purchase Price which the Seller Representative shall maintain in a separate account non-interest bearing account for application under this Section 9.1. Notwithstanding anything contained herein to the contrary, in no event shall the aggregate obligation of any Selling Party pursuant to this Section 9.1(e) and Section 9.1(f) exceed the aggregate amount of proceeds received by such Selling Party pursuant to the terms of this Agreement and, if applicable, the Warrant Cancellation Agreements and Phantom Unit Cancellation Agreements. (f) Each Selling Party shall, jointly and severally, indemnify, defend and hold harmless the Seller Representative and the Seller Representative’s Affiliates and its respective partners, directors, officers, managers, members, agents, attorneys, employees and equityholders against any and all, losses, liabilities, damages, claims, penalties, fines, fees and expenses arising out of or in connection with the Seller Representative’s execution and performance of this agreement, any action taken or omitted by such indemnitees hereunder or under the Ancillary Agreements (except such resulting from such indemnitees’ willful misconduct) (“Representative Losses”). If not paid directly to the Seller Representative by the Selling Parties, the Selling Parties agree any such Representative Losses may be entitled to disregard any notices or communications given or made recovered by the Seller Representative first from the Seller Representative Expense Fund or, to the extent such Seller Representative Expense Fund is insufficient, from any funds that become payable to a Selling Party hereunder. Notwithstanding anything contained herein to the contrary, in no event shall the aggregate obligation of any Selling Party pursuant to this Section 9.1(f) and Section 9.1(e) exceed the aggregate amount of proceeds received by such Selling Party pursuant to the terms of this Agreement and, if applicable, the Warrant Cancellation Agreements and Phantom Unit Cancellation Agreements. In addition, each Selling Party shall have a right of contribution against each other Selling Party (which shall be applied ratably in accordance with each such Selling Party’s Pro Rata Share) in respect of any amounts paid pursuant to this Section 9.1(f). (g) Each Selling Party acknowledges that it has, independently and without reliance upon the Seller Representative or any other Selling Party, and based on such documents and information as it has deemed appropriate, made its own legal analysis and decision to enter into this Agreement. Each Selling Party also acknowledges that it, she or he will, independently and without reliance upon the Seller Representative or any other Selling Party, and based on such documents and information as it, she or he shall deem appropriate at the time, continue to make its, her or his own decisions in taking or not taking any action under this Agreement. (h) The Seller Representative may resign at any time by giving notice thereof to the Selling Parties in connection with and Xxxxx. Upon any claims for indemnity such resignation, Selling Parties shall appoint a successor Seller Representative. If no successor Seller Representative shall have been appointed by the Selling Parties, and shall have accepted such appointment, within thirty (30) days after the resigning Seller Representative gives notice of resignation, then the resigning Seller Representative may, on behalf of the Selling Parties, appoint a successor Seller Representative, which shall be any Selling Party. Upon the acceptance of its appointment as the Seller Representative hereunder by a successor Seller Representative, such successor Seller Representative shall thereupon succeed to, and become vested with, all the rights and duties of the resigning Seller Representative, and the resigning Seller Representative shall be discharged by the Selling Parties from its duties and obligations hereunder. After the resigning Seller Representative’s resignation hereunder as the Seller Representative, the provisions of this Agreement shall inure to its benefit as to any actions taken or set-off unless given or made through omitted to be taken by it while it was the Seller Representative. (i) The Seller Representative shall not be required by the Selling Parties to institute or be permitted to defend any action involving any matters referred to herein or which affects it or its duties or liabilities hereunder, unless or until requested to do so by any party to this Agreement and then only upon receiving full indemnity by the Selling Parties, in character reasonably satisfactory to the Seller Representative, against any and all claims, Liabilities and expenses, including reasonable attorneys’ fees in relation thereto. (j) This Section 9.1 sets forth all of the duties of the Seller Representative to the Selling Parties with respect to any and all matters pertinent hereto. No implied duties or obligations to the Selling Parties shall be read into this Agreement or any of the Ancillary Agreements against the Seller Representative. The obligations of the Seller Representative hereunder and under the Ancillary Agreements are only those expressly set forth herein and therein. (k) The Seller Representative shall disburse any remaining Seller Representative Expense Fund to the Paying Agent for further distribution to the Selling Parties in accordance with the Distribution Methodology at such time that it determines in its reasonable discretion that it is no longer necessary to hold such funds.

Appointment of the Seller Representative. (a) In order to efficiently administer Each Seller does hereby irrevocably appoint the defense and/or settlement of any claims for indemnity by individual executing a Buyer Indemnitee pursuant joinder agreement to this Article IX, Agreement on and as of the Seller Representative is hereby appointed to serve date hereof as the representative of the initial “Seller Representative” as its true and the Shareholders. The Seller Representative shall have lawful attorney-in-fact and agent, with full power and authority to makeof substitution or re-substitution, on behalf of the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the such Seller Parties in all respects with respect to the transfer of the Shares owned by such Seller to Purchaser in accordance with the terms and provisions of this Agreement, includingand to act on behalf of such Seller in any litigation or arbitration involving this Agreement (other than any litigation or arbitration involving the indemnification obligation of such Seller under Section 11.2(b)), without limitationto do or refrain from doing all such further acts and things, the amendment or termination thereof. All decisions and actions by to execute all such documents as the Seller Representative shall be binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest deem necessary or otherwise contest the same. (b) Each of the Seller Parties agree that (i) the provision of this Section 9.09 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have appropriate in connection with the transactions contemplated by this Agreement, including the power: (iia) to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement (other than any indemnification obligation of such Seller under Section 11.2(b)), including the remedy at law for power to compromise any breach indemnity claim on behalf of such Seller and to transact matters of litigation (other than with respect to indemnification obligations of such Seller under Section 11.2(b)); (b) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that the Seller Representative deems necessary or appropriate in connection with the consummation of the provisions of transactions contemplated by this Section 9.09 would be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties.Agreement; (c) Any notice to receive funds, make payments of funds, and give receipts for funds; (d) to receive funds for the payment of expenses of such Seller and apply such funds in payment for such expenses; (e) to do or communication delivered by Parent refrain from doing any further act or Buyer to deed on behalf of such Seller that the Seller Representative shall, deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as between Parent fully and Buyer, on completely as such Seller could do if personally present; (f) to execute and deliver the one hand, Escrow Agreement and the to act for such Seller Parties, on the other, be deemed to have been delivered with regard to all matters pertaining to the Escrow Agreement; and (g) to receive service of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication or writings given or executed by the Seller Representative process in connection with any claims for indemnity or set-off under this Agreement. The appointment of the Seller Representative shall be deemed coupled with an interest and shall not be liable in irrevocable, and Purchaser, the Company and any manner whatsoever for other Person may conclusively and absolutely rely, without inquiry, upon any action of the Seller Representative in all matters referred to herein. Any action taken or not taken by the Seller Representative must be in reliance upon the actions taken or not taken or communications or writings given or executed writing signed by the Seller Representative. Parent and Buyer All notices required to be made or delivered by Purchaser to the Sellers described above in this Section 13.1 shall be entitled made to disregard the Seller Representative for the benefit of such Sellers and shall discharge in full all notice requirements of Purchaser to such Sellers with respect thereto. The Seller Representative shall promptly provide the applicable Sellers with copies of all such notices. The Sellers hereby confirm all that the Seller Representative shall do or cause to be done by virtue of his or her appointment as the representative of the Sellers hereunder. The Seller Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Sellers and consistent with the obligations of the Sellers under this Agreement, but the Seller Representative shall not be responsible to any notices Seller for any loss or communications given or made damages that such Seller may suffer by the performance of the Seller Parties Representative's duties under this Agreement, other than loss or damages arising from intentional violations of Law or gross negligence in connection with the performance of such duties under this Agreement. The Seller Representative shall not have any claims for indemnity duties or set-off unless given responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or made through liabilities shall be read into this Agreement or shall otherwise exist against the Seller Representative.

Appointment of the Seller Representative. (a) In order Sellers irrevocably appoint Seller Representative as their true and lawful agent, attorney-in-fact and representative (with full power of substitution in the premises), and grant unto said agent, attorney-in-fact and representative full power and authority to efficiently administer do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as Sellers could do in person, hereby ratifying and confirming all that Seller Representative may lawfully do or cause to be done by virtue hereof. Each Seller agrees that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Seller Representative and Purchaser and shall survive the death, incapacity, bankruptcy or dissolution of each such Seller. By its execution hereof, Seller Representative hexxxx xccepts such appointment. (b) Seller Representative is hereby authorized (i) to take all actions necessary or desirable, in connection with the defense and/or settlement of any claims for Losses (including the power to compromise any indemnity by a Buyer Indemnitee claim on behalf of Sellers and to transact matters of litigation) for which Sellers may be required to indemnify Purchaser and its Affiliates pursuant to this Article IXVIII and Section 7.01 hereof, (ii) to take all actions necessary or desirable in connection with the Seller Representative is hereby appointed to serve as the representative determination and payment of the Seller Consideration, (iii) to give and receive all notices required to be given under this Agreement and the Shareholders. The other agreements contemplated hereby to which all of Sellers are subject, and (iv) to do or refrain from doing all such further acts and things, and to execute all such documents as Seller Representative shall have full power and authority to make, on behalf of deem necessary or appropriate in connection with the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the Seller Parties in all respects with respect to transactions contemplated by this Agreement, including, without limitation, the amendment power: (i) to execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates and documents that Seller Representative deems necessary or termination thereof. appropriate in connection with the consummation of the transactions contemplated by this Agreement; (ii) to receive funds, make (or cause to be made) payments of funds, and give receipts for funds to appoint a paying agent for the disbursement of funds to Sellers pursuant to this Agreement; (iii) to receive funds for the payment of expenses of Sellers, to deposit such funds in such accounts as Seller Representative deems appropriate and apply such funds in payment for such expenses; (iv) to do or refrain from doing any further act or deed on behalf of Sellers that the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and completely as Sellers could do if personally present; (v) to receive service of process in connection with any claims under this Agreement; and (vi) to engage attorneys, accountants and other professionals and experts (the Seller Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Seller Representative based on such reliance shall be deemed conclusively to have been taken in good faith). (c) In the event that the Seller Representative dies, becomes unable to perform its responsibilities hereunder or resigns from such position, Sellers (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the voting power represented by the Company Shares issued and outstanding immediately prior to the Closing, shall select another representative to fill such vacancy and such substituted representative shall be deemed to be a Seller Representative for all purposes of this Agreement. (d) All decisions and actions by the Seller Representative Representative, including the defense or settlement of any claims for Losses for which Sellers and may be required to indemnify Purchaser and its Affiliates pursuant to Article VIII and Section 7.01 hereof, shall be binding upon all of the Seller PartiesSellers, and no Seller Party shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. (be) Each Purchaser shall be able to rely conclusively on the instructions and decisions of Seller Representative as to the determination and payment of the Consideration and the settlement of any claims for Losses for which Sellers may be required to indemnify Purchaser and its Affiliates pursuant to Article VIII and Section 7.01 hereof and any other actions required to be taken by Seller Representative hereunder, and no party hereunder or Seller shall have any cause of action against Purchaser for any action taken by Purchaser in reliance upon the instructions or decisions of Seller Representative. (f) All actions, decisions and instructions of the Seller Parties agree that Representative shall be conclusive and binding upon all of Sellers, and Seller Representative shall have no liability, and no Seller shall have any cause of action against Seller Representative under any legal or equitable theory whatsoever, for any action taken or not taken, decision made or instruction given by Seller Representative under this Agreement, except to the extent involving gross negligence, bad faith or willful misconduct on its part. (g) Seller Representative shall not have by reason of this Agreement a fiduciary relationship with any Seller, except in respect of amounts received by the Seller Representative on behalf of such Seller. (h) Seller Representative shall not be liable to any of Sellers for any apportionment or distribution of payments made by her, except to the extent involving gross negligence, bad faith or willful misconduct on its part, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from other Sellers any payment in excess of the amount to which they are determined to have been entitled. The Sellers shall indemnify the Seller Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred other than to the extent any such Representative Losses are attributable to gross negligence, bad faith or willful misconduct of Seller Representative. (i) the provision The provisions of this Section 9.09 10.15 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller Party may have in connection with the transactions contemplated by this Agreement, ; and (iij) the remedy at law for any breach of the The provisions of this Section 9.09 would be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 ‎10.15 shall be binding upon the Seller Parties and the heirs, legal representatives; successors and assigns of each of Seller, and any references in this Agreement to a Seller shall mean and include the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer successors to the rights of such Seller Representative shallhereunder, as between Parent whether pursuant to testamentary disposition, the Laws of descent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication distribution or writings given or executed by the Seller Representative in connection with any claims for indemnity or set-off and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Seller Representative. Parent and Buyer shall be entitled to disregard any notices or communications given or made by the Seller Parties in connection with any claims for indemnity or set-off unless given or made through the Seller Representativeotherwise.

Appointment of the Seller Representative. (a) In order Each Seller hereby irrevocably appoints and authorizes GreyLion Seller as the “Seller Representative” and, in such capacity, such Seller’s exclusive and lawful agent and attorney-in-fact to efficiently administer the defense and/or settlement take such action as agent and attorney-in-fact on its, her or his behalf and to exercise such powers under this Agreement and any Ancillary Agreements which require any form of Seller approval or consent, together with all such powers as are reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. Each Seller hereby agrees that Buyer shall be entitled to deal exclusively with the Seller Representative on behalf of any and all Sellers with respect to all matters relating to this Agreement and the Ancillary Agreements, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, as fully binding upon such Seller. (b) Without limiting the generality of the foregoing Section 15.1(a), the Seller Representative, acting alone without the consent of any other Seller, is hereby expressly authorized to (i) take any and all actions contemplated by Section 2 and Section 14, including filing all Flow-Through Tax Returns and controlling or participating in all Tax Matters, (ii) act for the Sellers with regard to matters of litigation or other Actions or to defend, coordinate, compromise and negotiate claims for indemnity (including settlements thereof), (iii) effect payments to the Sellers hereunder, including with respect to any funds to be released from the Escrow Funds or by a Buyer Indemnitee instructing the Paying Agent to make payments and adjustments in accordance with this Agreement, (iv) receive or give notices hereunder, (v) receive or make payments hereunder, (vi) execute and deliver all amendments and waivers to this Agreement that the Seller Representative deems necessary or appropriate, whether prior to, at or after the Closing, (vii) execute and deliver all documents, releases, waivers, ancillary agreements, stock powers and certificates that the Seller Representative deems necessary or appropriate in connection with the consummation of the transactions contemplated herein, (viii) terminate this Agreement pursuant to the terms of Section 12.1, (ix) engage attorneys, accountants and other Representatives at the expense of Sellers, (x) maintain the legal existence and operations of, and pay taxes, fees and other administrative expenses on behalf of, any Seller that is an entity or any of its Affiliates that the Seller Representative determines to be necessary or appropriate, and (xi) do or refrain from doing any further act or deed on behalf of the Sellers that the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Article IX, Agreement as fully and completely as the Sellers could do if personally present. (c) The Parties confirm their understanding that the Seller Representative is hereby appointed a Seller, and that it shall have the same rights and powers under this Agreement as any other Seller and may exercise or refrain from exercising the same as though it were not the Seller Representative. (d) The Seller Representative may consult with legal counsel, independent public accountants, experts and other Representatives selected by it and shall not be liable to serve as any Seller for any action taken or omitted to be taken by it in good faith in accordance with the representative advice of such counsel, accountants, experts and other Representatives. (e) The Seller Representative shall not be liable for (i) any action or omission consented to or requested by a majority in interest of the other Sellers (based on respective Pro Rata Shares), or (ii) any action or omission otherwise taken by it hereunder except (in the case of this clause (ii) only) in the case of willful misconduct by the Seller and the ShareholdersRepresentative. The Seller Representative shall not be deemed to be a trustee or other fiduciary on behalf of any Seller or any other Person, nor shall the Seller Representative have full power any liability in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty as to, nor shall it be responsible for or have any duty to ascertain, inquire into or verify (A) any statement, warranty or representation made in or in connection with this Agreement or the Ancillary Agreements, (B) the performance or observance of any of the covenants or agreements of the Sellers under this Agreement or any of the other Ancillary Agreements, or (C) the genuineness of this Agreement, the Ancillary Agreements or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and authority to makebe signed or sent by the proper party or parties. (f) Each Seller shall, ratably in accordance with her, his or its Pro Rata Share, pay or reimburse the Seller Representative, upon presentation of an invoice, for all costs and expenses incurred by or on behalf of the Seller PartiesRepresentative (including fees and expenses of attorneys, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX accountants and otherwise to act on behalf other Representatives of the Seller Parties Representative) in all respects connection with respect to fulfilling its obligations or performing its duties hereunder, including (i) in connection with any of the actions or matters contemplated by Section 15.1(b), (ii) the enforcement of this Agreement, including, without limitation, Agreement and any of the amendment Ancillary Agreements and/or the protection or termination thereof. All decisions and actions by preservation of the rights of each Seller and/or the Seller Representative against Buyer and (iii) any amendment, modification or waiver of any of the terms of this Agreement or any Ancillary Agreements (whether or not any such amendment, modification or waiver is signed or becomes effective). Such amounts shall first be binding upon all paid out of an advance amount equal to $750,000 (the “Advance Amount”), which will be delivered by Buyer to the Escrow Agent for the benefit of the Seller Parties, and no Seller Party shall have Representative at the right to object to, dissent from, protest or otherwise contest the sameClosing. (bg) Each Seller shall, ratably in accordance with such Seller’s Pro Rata Share, indemnify, defend and hold harmless the Seller Representative and the Seller Representative’s Affiliates and their respective partners, directors, officers, managers, members, agents, attorneys, employees, equityholders and Representatives of each of the foregoing from and against all claims, losses, Liabilities, damages, Taxes, penalties, fines, forfeitures, actions, fees, costs, and expenses that such indemnitees may suffer or incur arising out of or in connection with its capacity as the Seller Parties agree Representative, or any action taken or omitted by such indemnitees hereunder or under the Ancillary Agreements (except such resulting from such indemnitees’ willful misconduct, as finally determined by a court of competent jurisdiction). (h) Each Seller acknowledges that it has, independently and without reliance upon the Seller Representative or any other Seller, and based on such documents and information as it has deemed appropriate, made its own legal analysis and decision to enter into this Agreement. Each Seller also acknowledges that it, she or he will, independently and without reliance upon the Seller Representative or any other Seller, and based on such documents and information as it, she or he shall deem appropriate at the time, continue to make its, her or his own decisions in taking or not taking any action under this Agreement. Each Seller acknowledges and agrees that (i) the provision of this Section 9.09 are independent Distribution Methodology is accurate and severable, are irrevocable and coupled correct with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreementrespect to such Seller, (ii) the remedy at law for any breach of the provisions of this Section 9.09 would be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer to the Seller Representative shall, as between Parent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon on the amount of the Estimated Adjusted Purchase Price to be paid to each Seller in accordance with the Distribution Methodology as set forth in the Initial Closing Statement without any communication obligation to investigate or writings given verify the accuracy or executed by correctness thereof, and to make payments in accordance therewith, and (iii) in no event shall Buyer have any liability to any Person (including the Seller Representative or any Seller) for any alleged inaccuracy, omissions or miscalculations in, or otherwise relating to, the preparation of the Distribution Methodology or payments made by any Person as set forth in connection the Initial Closing Statement. (i) The Seller Representative may resign at any time by giving notice thereof to the Sellers. Upon any such resignation, the Sellers shall, upon the prior written consent of Xxxxx (not to be unreasonably withheld, conditioned or delayed), appoint a successor Seller Representative. If no successor Seller Representative shall have been appointed by the Sellers, and shall have accepted such appointment, within thirty (30) days after the retiring Seller Representative gives notice of resignation, then the retiring Seller Representative, may, on behalf of the Sellers, upon the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed), appoint a successor Seller Representative, which shall be any Seller. Upon the acceptance of its appointment as a successor Seller Representative, such successor Seller Representative shall thereupon succeed to and become vested with all the rights and duties of the retiring Seller Representative, and the retiring Seller Representative shall be discharged from its duties and obligations hereunder. After the retiring Seller Representative’s resignation hereunder as the Seller Representative, the provisions of this Agreement shall inure to its benefit as to any claims for indemnity actions taken or set-off and omitted to be taken by it while it was the Seller Representative. (j) The Seller Representative shall not be liable required by the Sellers to institute or be permitted to defend any Action involving any matters referred to herein or which affects it or its duties or liabilities hereunder, unless or until requested to do so by any Seller and then only upon receiving full indemnity, in character satisfactory to the Seller Representative, against any manner whatsoever for and all claims, Liabilities and expenses, including reasonable attorneys’ fees in relation thereto. (k) This Section 15.1 sets forth all of the duties of the Seller Representative to the Sellers with respect to any action taken and all matters pertinent hereto. No implied duties or not taken in reliance upon obligations shall be read into this Agreement or any of the actions taken or not taken or communications or writings given or executed by Ancillary Agreements against the Seller Representative. Parent The obligations of the Seller Representative hereunder and Buyer under the Ancillary Agreements are only those expressly set forth herein and therein. (l) The Seller Representative (i) shall be entitled to disregard use the Advance Amount to pay any notices costs and expenses incurred by or communications given or made by on behalf of the Seller Parties Representative (including fees and expenses of attorneys, accountants and other Representatives of the Seller Representative) in connection with fulfilling its obligations hereunder (including any claims for indemnity of the actions or set-off unless given matters contemplated by Section 15.1(b)) by issuing instructions to the Escrow Agent to release the applicable portion of the Advance Amount to, or made through as directed by, the Seller RepresentativeRepresentative and (ii) shall instruct the Escrow Agent to disburse any remaining Advance Amount to the Sellers (either directly or indirectly through a paying or disbursing agent) in accordance with the Distribution Methodology at such time that the Seller Representative determines in its sole discretion that it is no longer necessary to hold such funds. The Sellers will not receive any interest or earnings on the Advance Amount and irrevocably transfer and assign to the Seller Representative any ownership right that they may otherwise have had in any such interest or earnings. For Tax purposes, the Advance Amount will be treated as having been received and voluntarily set aside by the Sellers at the time of Closing.

Appointment of the Seller Representative. (a) In order Each Seller Party, except for the Trust (the “Seller Rep Parties” and, each, a “Seller Rep Party”), irrevocably appoints and authorizes Xxxxxxx Xxxxxxx, Xx. as the “Seller Representative” and in such capacity as its, her or his agent and attorney-in-fact to efficiently administer take such action as the defense and/or settlement exclusive agent and attorney-in-fact on its, her or his behalf (for the avoidance of doubt, on behalf of all Seller Rep Parties) and to exercise such powers under this Agreement and any Transaction Document which require any form of approval or consent of any Seller Rep Party, together with all such powers as are reasonably incidental thereto (it being understood that no Seller Rep Party will have any right to act individually hereunder). The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. Buyer and its Affiliates shall be entitled to deal exclusively with the Seller Representative on behalf of any and all Seller Rep Parties with respect to all matters relating to this Agreement and the Transaction Documents, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller Rep Party by the Seller Representative, and on any other action taken or omitted or purported to be taken or omitted on behalf of any Seller Rep Party by the Seller Representative, as fully binding upon such Seller Rep Party, and Buyer and its Affiliates shall have no liability as a result of any such reliance. (b) Without limiting the generality of the foregoing Section 5.10(a), the Seller Representative, acting alone without the consent of any other Seller Rep Party, is hereby authorized to (i) take any and all actions under Section 1, (ii) supervise, defend, coordinate and/or negotiate claims for indemnity by a Buyer Indemnitee pursuant indemnification under Article VI (including settlements thereof), (iii) effect payments to this Article IXthe Seller Rep Parties hereunder, (iv) receive and/or give notices hereunder, (v) receive and/or make payment hereunder, (vi) execute waivers and/or amendments hereof and/or (vii) execute and deliver documents, releases and/or receipts hereunder. (c) The Parties confirm their understanding that the Seller Representative is hereby appointed to serve a Seller Rep Party, and that he shall have the same rights and powers under this Agreement as any other Seller Rep Party and may exercise or refrain from exercising the representative of same as though it were not the Seller Representative. (d) The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Seller Rep Party for any action taken or omitted to be taken by it in good faith in accordance with the Shareholdersadvice of such counsel, accountants or experts. (e) The Seller Representative shall not be liable to any Seller Rep Party for (i) any action or omission consented to or requested by the other Seller Rep Parties, or (ii) any action or omission otherwise taken by it hereunder except (in the case of this clause (ii) only) in the case of willful misconduct by the Seller Representative. The Seller Representative shall have full power and authority not be deemed to make, be a trustee or other fiduciary on behalf of any Seller Rep Party or any other Person, nor shall the Seller PartiesRepresentative have any liability in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty as to, all decisions relating nor shall it be responsible for or have any duty to ascertain, inquire into or verify (A) any statement, warranty or representation made in or in connection with this Agreement or the defense and/or settlement Transaction Documents, (B) the performance or observance of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the covenants or agreements of the Seller Rep Parties in all respects with respect to under this Agreement or any of the other Transaction Documents, or (C) the genuineness, legality, validity, binding effect, enforceability, value, sufficiency, effectiveness or genuineness of this Agreement, the Transaction Documents or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and to be signed or sent by the proper party or parties. (f) Each Seller Rep Party shall, jointly and severally, pay or reimburse the Seller Representative, upon presentation of an invoice, for all costs and expenses of the Seller Representative (including, without limitation, fees and expenses of counsel to the amendment Seller Representative) in connection with (i) the enforcement of this Agreement and any of the Transaction Documents and/or the protection or termination thereofpreservation of the rights of each Seller Rep Party and/or the Seller Representative against Buyer, or any of their respective assets, and (ii) any amendment, modification or waiver of any of the terms of this Agreement or any Transaction Documents (whether or not any such amendment, modification or waiver is signed or becomes effective). (g) Each Seller Rep Party shall, jointly and severally, indemnify, defend and hold harmless the Seller Representative against any claim that such indemnitees may suffer or incur in connection with its capacity as the Seller Representative, or any action taken or omitted by such indemnitees hereunder or under the Transaction Documents (except such resulting from such indemnitees’ willful misconduct). (h) Each Seller Rep Party acknowledges that it, she or he has, independently and without reliance upon the Seller Representative or any other Seller Rep Party, and based on such documents and information as it has deemed appropriate, made its own legal analysis and decision to enter into this Agreement. All Each Seller Rep Party also acknowledges that it, she or he will, independently and without reliance upon the Seller Representative or any other Seller Rep Party, and based on such documents and information as it, she or he shall deem appropriate at the time, continue to make its, her or his own decisions in taking or not taking any action under this Agreement. (i) The Seller Representative may resign at any time by giving notice thereof to the Seller Rep Parties. Upon any such resignation, the Seller Rep Parties shall appoint a successor Seller Representative. If no successor Seller Representative shall have been appointed by Seller Rep Parties, and shall have accepted such appointment, within thirty (30) days after the retiring Seller Representative gives notice of resignation, then the retiring Seller Representative, may, on behalf of Seller Rep Parties, appoint a successor Seller Representative, which shall be any Seller Rep Party. Upon the acceptance of its appointment as the Seller Representative hereunder by a successor Seller Representative, such successor Seller Representative shall thereupon succeed to, and become vested with, all the rights and duties of the retiring Seller Representative, and the retiring Seller Representative shall be discharged from its duties and obligations hereunder. After the retiring Seller Representative’s resignation hereunder as the Seller Representative, the provisions of this Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Seller Representative. (j) The Seller Representative shall not be required by the Seller Rep Parties to institute or be permitted to defend any action involving any matters referred to herein or which affects it or its duties or liabilities hereunder, unless or until requested to do so by any party to this Agreement and then only upon receiving full indemnity, in character satisfactory to the Seller Representative, against any and all claims, Liabilities and expenses, including reasonable attorneys’ fees in relation thereto. (k) This Section 5.10 sets forth all of the duties of the Seller Representative to the Seller Rep Parties with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement or any of the Transaction Documents against the Seller Representative. The obligations of the Seller Representative hereunder and under the Transaction Documents are only those expressly set forth herein and therein. (l) Notwithstanding anything to the contrary in this Agreement, only the Seller Representative on behalf of any Indemnified Party that is a Stockholder (except for the Trust), and not any such Indemnified Party individually, will have the right to assert a claim for indemnification pursuant to any such Indemnified Party’s rights hereunder (including Section 6.2). (m) Notwithstanding anything to the contrary, in no event shall this Section 5.10 apply to the Trust and, for the avoidance of doubt, the Seller Representative shall be binding upon all not have any of the Seller Partiesrights, and no Seller Party shall have the right to object to, dissent from, protest duties or otherwise contest the same. (b) Each obligations set forth in this Section 5.10 in respect of the Seller Parties agree that (i) the provision of this Section 9.09 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 9.09 would be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller PartiesTrust. (c) Any notice or communication delivered by Parent or Buyer to the Seller Representative shall, as between Parent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication or writings given or executed by the Seller Representative in connection with any claims for indemnity or set-off and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Seller Representative. Parent and Buyer shall be entitled to disregard any notices or communications given or made by the Seller Parties in connection with any claims for indemnity or set-off unless given or made through the Seller Representative.

Appointment of the Seller Representative. (ai) In order By executing this Agreement, the Sellers shall be deemed to efficiently administer have constituted and appointed, effective from and after the defense and/or settlement date of any claims this Agreement, Xxxxx Xxxxxxxx as the agent and attorney-in-fact for indemnity by a Buyer Indemnitee pursuant and on behalf of each Seller to this Article IX, act as the Seller Representative is hereby appointed to serve as under this Agreement in accordance with the representative terms of this Section 8.2(f). In the event of the resignation, removal, death or incapacity (or, if applicable, dissolution or liquidation) of the Seller Representative, the Sellers shall promptly appoint a successor seller representative (and in any event within ten Business Days of such vacancy), and such appointment shall become effective as to any such successor when a copy of such instrument shall have been delivered to Buyer. Sellers holding a majority of the ShareholdersPro Rata Percentages of all Sellers shall have the right to remove a Seller Representative and to appoint a successor Seller Representative. The Seller Representative shall have full power and authority to make, on behalf represent all of the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX Sellers and otherwise to act on behalf of the Seller Parties in all respects their successors with respect to all matters arising under this Agreement, including, without limitation, the amendment or termination thereof. All decisions and all actions taken by the Seller Representative hereunder shall be binding upon all such Sellers as if expressly confirmed and ratified in writing by each of the Seller Partiesthem, and no Seller Party Sellers shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. (b) Each . The Seller Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Sellers as if the Sellers were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement by the Seller Parties agree that (i) Representative or any Sellers, interpreting all of the provision terms and provisions of this Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Sellers pursuant to Section 9.09 are independent 8.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Buyer and severableits agents regarding such claims, are irrevocable dealing with Buyer under this Agreement with respect to all matters arising under this Agreement, taking any and coupled with an interest all other actions specified in or contemplated by this Agreement and shall be enforceable notwithstanding any rights engaging counsel, accountants or remedies any Seller Party may have other agents in connection with the transactions contemplated by foregoing matters. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, Agreement and to consent to any amendment hereof or thereof on behalf of all of the Sellers. (ii) The Seller Representative has been duly authorized by the remedy at law Sellers, in each case, for any breach or on behalf of the provisions of this Section 9.09 would be inadequateSellers, to: (A) take all actions required by, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer to exercise all rights granted to, the Seller Representative shall, as between Parent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to in this Agreement; (B) receive all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication notices or writings other documents given or executed to be given to Sellers by Buyer pursuant to this Agreement; (C) receive and accept service of legal process in connection with any claim or other proceeding against Sellers arising under this Agreement; (D) undertake, compromise, defend and settle any such suit or proceeding on behalf of Sellers arising under this Agreement (including, without limitation, under ARTICLE VIII hereof); (E) execute and deliver all agreements, certificates and documents required or deemed appropriate by the Seller Representative in connection with any claims of the transactions contemplated by this Agreement; (F) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement; and (G) take such other action as the Seller Representative may deem appropriate, including, without limitation: (I) agreeing to any modification or amendment of or waiver with respect to this Agreement and executing and delivering an agreement of such modification or amendment or waiver; (II) all such other matters as the Seller Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement. (iii) The Seller Representative shall receive no compensation for indemnity services as the Seller Representative, but shall receive reimbursement from, and be indemnified by, Sellers, pro rata, for any and all expenses, charges and liabilities, including, but not limited to, reasonable attorneys’ fees, incurred by the Seller Representative in the performance or setdischarge of his duties pursuant to this Section 8.2(f). Unless Sellers pay all such expenses, charges and liabilities upon demand by the Seller Representative, the Seller Representative shall have no obligation to incur such expenses, charges or liabilities, or to continue to perform any duties hereunder, but may nevertheless do so and thereafter claim reimbursement. Buyer shall have no obligation to reimburse the Seller Representative for any such expenses. (iv) Without limiting the generality of this Section 8.2(f), Sellers agree that the Seller Representative shall act as representative of the Sellers for all purposes under this ARTICLE VIII. Buyer agrees that any claim for indemnification made by any of the Buyer Indemnitees pursuant to this Agreement shall be made exclusively through the Seller Representative acting on behalf of the Sellers (and the Sellers agree that any such claim against any Seller by a Buyer Indemnitee may be made by providing notice of such claim to the Seller Representative). (v) The Seller Representative is hereby appointed and constituted the true and lawful attorney-off in-fact of each Seller, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement in the absolute discretion of the Seller Representative and in general to do all things and to perform all acts. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be liable in terminated by any manner whatsoever for act of any Seller, by operation of law (whether by such Seller’s death, disability protective supervision) or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation, and, accordingly, each Seller hereby renounces its, his or her right to renounce this power of attorney unilaterally before the complete distribution of the Holdback Amount. Each Seller hereby waives any and all defenses that may be available to contest, negate or disaffirm the action taken or not of the Seller Representative taken in reliance upon good faith under this Agreement. Notwithstanding the actions taken power of attorney granted in this Section 8.2(f), no agreement, instrument, acknowledgement or not taken other act or communications or writings given or executed by the Seller Representative. Parent and Buyer document shall be entitled to disregard any notices ineffective by reason only of the Sellers having signed or communications given or made by the Seller Parties in connection with any claims for indemnity or set-off unless given or made through such directly instead of the Seller Representative. (vi) Any action taken by the Seller Representative pursuant to the authority granted in this Section 8.2(f) shall be effective and absolutely binding on each Seller notwithstanding any contrary action of, or direction from, any Seller.

Appointment of the Seller Representative. By virtue of approval of the Merger and this Agreement (a) In order to efficiently administer the defense and/or settlement of any claims for indemnity by a Buyer Indemnitee including pursuant to this Article IXthe Shareholder Approval) or other appointment authorization documentation, or by accepting any consideration payable hereunder, each of the Sellers shall be deemed to have agreed to irrevocably appoint the Seller Representative is hereby appointed to serve as the representative Sellers’ attorney-in-fact and exclusive agent in connection with the execution and performance of the Seller and the Shareholders. The Seller Representative shall have full power and authority to make, on behalf of the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the Seller Parties in all respects with respect to this Agreement, including, without limitationthe Transaction Documents, the amendment or termination thereofEscrow Agreement and any documents ancillary to this Agreement as set forth in this Article XII. All decisions The powers, immunities and actions by rights to indemnification granted to the Seller Representative shall be binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same. (b) Each of the Seller Parties agree that (i) the provision of this Section 9.09 are independent and severable, hereunder are irrevocable and coupled with an interest interest, and shall not be enforceable notwithstanding any rights affected by the death, bankruptcy, insolvency, incapacity, illness, dissolution or remedies other inability to act of any Seller Party may have or, in connection with the transactions contemplated case of a trust, by this Agreementthe death of any trustee or trustees or the termination of such trust, (ii) the remedy at law for or any breach of the provisions of this Section 9.09 would be inadequateother event, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon on any successor thereto and shall survive the delivery of an assignment by any Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice whole or communication delivered by Parent any fraction of its interest in the Purchase Price Adjustment Escrow Account, the Match Indemnification Holdback Amount or Buyer to the Match Indemnification Escrow Account. The Seller Representative shall, hereby accepts its appointment as between Parent “Seller Representative” hereunder without compensation (except for the reimbursement from the Sellers of out-of-pocket fees and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication or writings given or executed expenses incurred by the Seller Representative in connection with its capacity as such). Notwithstanding anything herein to the contrary, in exercising its authority hereunder, the Seller Representative may not agree to settle any claims for indemnity or setclaim that would impose any material, non-off monetary obligation on a Seller. The Seller Representative shall act in good faith in exercising its authority hereunder and shall make its decisions and take its actions or inactions based on its determination of what is in the best interest of the Sellers as a group with respect to the matters authorized hereunder, and not be liable in any manner whatsoever for any action taken to the advantage or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by disadvantage of the Seller Representative. Parent and Buyer shall be entitled to disregard Representative or any notices or communications given or made by individual Seller over the Seller Parties in connection with any claims for indemnity or set-off unless given or made through the Seller Representativeothers.

Appointment of the Seller Representative. (a) In order RHA Seller is hereby appointed as the representative for Sellers (the “Seller Representative”) and shall be fully authorized to efficiently administer the defense and/or settlement of take any claims for indemnity by a Buyer Indemnitee pursuant action (or to determine to take no action) with respect to all claims, and all other notices and communications relating to this Article IX, Agreement and the transactions contemplated hereby and the Seller Representative is hereby irrevocably appointed and authorized to serve act as the representative of the Seller exclusive agent, proxy and the Shareholders. The Seller Representative shall have full power and authority to make, on behalf of the Seller Parties, attorney-in-fact for Sellers for all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX and otherwise to act on behalf of the Seller Parties in all respects with respect to purposes under this Agreement, including, without limitation, the amendment or termination thereof. . (b) All decisions and actions by the Seller Representative shall will be binding upon all of the Seller Partieseach Seller, and no Seller Party shall will have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. (b) Each . Purchaser will be able to rely conclusively on the written instructions of the Seller Parties agree that (i) Representative as to such decisions and actions taken by the provision of this Section 9.09 are independent Seller Representative hereunder. The Seller Representative shall have no duties or obligations hereunder except those specifically set forth herein, and severable, are irrevocable such duties and coupled with an interest and obligations shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with determined solely by the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the express provisions of this Section 9.09 would be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller PartiesAgreement. (c) Any notice In the event of the resignation or communication delivered by Parent or Buyer inability to serve of the Seller Representative for any reason, Sellers shall have full power and authority to appoint a replacement or successor representative for Sellers who shall, from and after the effective date of such appointment, be authorized and empowered to act as between Parent and Buyer, on the one hand, and the Seller PartiesRepresentative for all purposes under this Agreement. (d) The Seller Representative will be entitled to be compensated for any and all actions, on liabilities, losses, damages, fines, penalties, fees, costs, expenses or amounts paid in settlement (in each case, including reasonable attorneys’ fees and expenses), whether or not involving a third party, arising as a result of its serving as the otherSeller Representative, be deemed to have been delivered to all including those incurred by the Seller Representative or any Affiliate of the Seller Parties. Parent and Buyer shall Representative or any employees, principals, fiduciaries, agents or representatives of the Seller Representative or such Affiliate in connection with the protection, defense, enforcement or other expense of any rights under this Agreement. (e) The Seller Representative will not be entitled liable to rely exclusively upon Sellers for any communication or writings given or executed action taken by the Seller Representative in connection with any claims for indemnity or set-off good faith pursuant to this Agreement, and shall not only be liable in any manner whatsoever to Sellers for any action taken acts or not taken in reliance upon the actions taken omissions which constitute gross negligence or not taken or communications or writings given or executed by intentional misconduct of the Seller Representative. Parent The Seller Representative is serving in that capacity solely for purposes of administrative convenience, and Buyer is not liable in such capacity for any of the obligations of Sellers hereunder, and Sellers agree that they will not look to the Seller Representative, acting in such capacity, for the satisfaction of any obligations to be performed by Sellers. The Seller Representative shall be entitled to disregard any notices or communications given or made be reimbursed by Sellers for reasonable and documented expenses incurred in the performance of its duties hereunder (including, without limitation, the reasonable fees of counsel). (f) The Seller Representative shall have reasonable access to relevant information about the Target Companies and the reasonable assistance of the Target Companies’ and Purchaser’s employees for purposes of performing its duties and exercising its rights hereunder; provided that the Seller Parties in connection with Representative shall treat confidentially and not disclose any claims for indemnity nonpublic information from or setabout the Target Companies to anyone (except on a need-off unless given or made through the Seller Representativeto-know basis to individuals who agree to treat such information confidentially).

Appointment of the Seller Representative. (a) In order Each Seller irrevocably appoints and authorizes BAS Buyer, LLC, a Delaware limited liability company as the “Seller Representative” and in such capacity as its agent and attorney-in-fact to efficiently administer the defense and/or settlement take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement and any Ancillary Agreements which require any form of Seller approval or consent, together with all such powers as are reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any claims for indemnity such sub-agent or attorney if selected by a it with reasonable care. Buyer Indemnitee pursuant shall be entitled to deal exclusively with the Seller Representative on behalf of any and all Sellers with respect to all matters relating to this Article IXAgreement and the Ancillary Agreements, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, as fully binding upon such Seller. (b) Without limiting the generality of the foregoing Section 14.1(a), the Seller Representative, acting alone without the consent of any other Seller, is hereby authorized to (i) take any and all actions under Section 2, (ii) supervise, defend, coordinate and negotiate claims for indemnification under Section 12 (including settlements thereof) or the Specified Matters, (iii) effect payments to Sellers hereunder, (iv) receive or give notices hereunder, (v) receive or make payment hereunder, (vi) execute waivers or amendments hereof, (vii) execute and deliver documents, releases and/or receipts hereunder, and/or (viii) terminate this Agreement pursuant to the terms of Section 11.1. (c) The parties confirm their understanding that the initial Seller Representative is hereby appointed an affiliate of a Seller, and that such Seller shall have the same rights and powers under this Agreement as any other Seller and may exercise or refrain from exercising the same as though it were not the Seller Representative. (d) The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to serve as any Seller for any action taken or omitted to be taken by it in good faith in accordance with the representative advice of such counsel, accountants or experts. (e) The Seller Representative shall not be liable for (i) any action or omission consented to or requested by a majority in interest of the other Sellers (based on respective Pro Rata Shares of the Adjusted Purchase Price paid at Closing), or (ii) any action or omission otherwise taken by it hereunder except (in the case of this clause (ii) only) in the case of willful misconduct by the Seller and Representative. The Seller US-DOCS\102662145.20 Representative shall not be deemed to be a trustee or other fiduciary on behalf of any Seller or any other Person, nor shall the ShareholdersSeller Representative have any liability in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty as to, nor shall it be responsible for or have any duty to ascertain, inquire into or verify (A) any statement, warranty or representation made in or in connection with this Agreement or the Ancillary Agreements, (B) the performance or observance of any of the covenants or agreements of Sellers under this Agreement or any of the other Ancillary Agreements, or (C) the genuineness of this Agreement, the Ancillary Agreements or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall have full power not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and authority to makebe signed or sent by the proper party or parties. (f) Each Seller shall, on behalf ratably in accordance with his or its Pro Rata Share of such amounts pay the Seller PartiesRepresentative, upon presentation of an invoice or other similar written notice, for all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX costs and otherwise to act on behalf of expenses reasonably incurred by the Seller Parties in all respects with respect to this Agreement, Representative (including, without limitation, the amendment or termination thereof. All decisions fees and actions by expenses of counsel to the Seller Representative shall be binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same. (bRepresentative) Each of the Seller Parties agree that in connection with (i) the provision enforcement of this Section 9.09 are independent Agreement and severableany of the Ancillary Agreements and/or the protection or preservation of the rights of each Seller and/or the Seller Representative against Buyer, are irrevocable or any of their respective assets, and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach amendment, modification or waiver of any of the provisions terms of this Section 9.09 would Agreement or any Ancillary Agreements (whether or not any such amendment, modification or waiver is signed or becomes effective). Such amounts shall first be inadequatepaid out of an advance amount equal to $750,000 (the “Advance Amount”), and (iii) the provisions of Section 9.01 and this Section 9.09 shall which will be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer to the Seller Representative at the Closing as a deduction from the Purchase Price which the Seller Representative shall maintain in a separate account for application under this Section 14.1. (g) Each Seller (including any such Seller acting in the capacity of Seller Representative) shall, as between Parent ratably in accordance with such Seller’s Pro Rata Share of such amounts, indemnify, defend and Buyer, on the one hand, and hold harmless the Seller PartiesRepresentative and its partners, on the otherdirectors, be deemed to have been delivered to all of the Seller Parties. Parent officers, managers, members, agents, attorneys, employees and Buyer shall be entitled to rely exclusively upon shareholders against any communication claim that such indemnitees may suffer or writings given incur in connection with any action taken or executed omitted by the Seller Representative or such other in connection with the performance of the duties of the Seller Representative hereunder (except for claims resulting from any claims for indemnity or set-off such indemnitees’ willful misconduct). (h) Each Seller acknowledges that it has, independently and shall not be liable in any manner whatsoever for any action taken or not taken in without reliance upon the Seller Representative or any other Seller, and based on such documents and information as it has deemed appropriate, made its own legal analysis and decision to enter into this Agreement. (i) The Seller Representative may resign at any time by giving notice thereof to Sellers. Upon any such resignation, Sellers shall, upon the prior written consent of Buyer, appoint a successor Seller Representative by a majority in interest of the Sellers (based on respective Pro Rata Shares of the Adjusted Purchase Price paid at Closing). If no successor Seller Representative shall have been appointed by Sellers, and shall have accepted such appointment, within thirty (30) days after the retiring Seller Representative gives notice of resignation, then the retiring Seller Representative, may, on behalf of Sellers, upon the prior written consent of Buyer, appoint a successor Seller Representative, which shall be any Seller. Upon the US-DOCS\102662145.20 acceptance of its appointment as the Seller Representative hereunder by a successor Seller Representative, such successor Seller Representative shall thereupon (A) succeed to and become vested with all the rights and duties of the retiring Seller Representative, (B) receive delivery of any remaining portion of the Advance Amount from the retiring Seller Representative and (C) the retaining Seller Representative shall be discharged from its duties and obligations hereunder. After the retiring Seller Representative’s resignation hereunder as the Seller Representative, the provisions of this Agreement shall inure to its benefit as to any actions taken or not omitted to be taken or communications or writings given or executed by the Seller Representative. Parent and Buyer shall be entitled to disregard any notices or communications given or made by the Seller Parties in connection with any claims for indemnity or set-off unless given or made through it while it was the Seller Representative. (j) The obligations of the Seller Representative hereunder and under the Ancillary Agreements are only those expressly set forth herein and therein. No implied duties or obligations shall be read into this Agreement or any of the Ancillary Agreements against the Seller Representative. (k) The Seller Representative shall disburse any remaining Advance Amount to Sellers in accordance with the Sellers’ Pro Rata Shares at such time that it determines in its reasonable discretion that it is no longer necessary to hold such funds.

Appointment of the Seller Representative. (a) In order Each Seller irrevocably appoints and authorizes the Aggregator as the “Seller Representative” and in such capacity as its agent and attorney-in-fact to efficiently administer take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement and any Transaction Documents (excluding, for the defense and/or settlement avoidance of doubt, the Prior Transaction Documents, the Prior Transaction Assignment Agreement, the Prior Escrow Assignment Agreement, the RWI Assignment Agreement and any agreements or documents contemplated thereby) which require any form of any Seller approval or consent (other than any approval or consent required by Section 11.18(b)(vi) or Section 11.18(e)(i)), together with all such powers as are reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for any acts or omissions of any such sub-agent or attorney if selected by it with reasonable care. Purchaser shall be entitled to deal exclusively with the Seller Representative on behalf of any and all Sellers with respect to all matters relating to this Agreement and the Transaction Documents (excluding, for the avoidance of doubt, the Prior Transaction Documents, the Prior Transaction Assignment Agreement, the Prior Escrow Assignment Agreement, the RWI Assignment Agreement and any agreements or documents contemplated thereby), and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, as fully binding upon such Seller. (b) Without limiting the generality of the foregoing Section 11.18(a), the Seller Representative, acting alone without the consent of any other Seller, is hereby authorized to (i) take any and all actions under Article II (other than Section 2.7), (ii) supervise, defend, coordinate and negotiate any claims for indemnity by a Buyer Indemnitee arising out of this Agreement (including settlements thereof), (iii) effect payments to the Sellers hereunder in accordance with the Distribution Methodology, (iv) receive or give notices hereunder, (v) receive or make payment hereunder, (vi) execute waivers or amendments hereof, (vii) execute and deliver documents, releases or receipts hereunder; provided that any amendments or waivers that materially disproportionately and adversely affects any Seller shall require the consent or approval of such Seller, or (viii) terminate this Agreement pursuant to this Article IX, the terms of Section 10.1. (c) The parties confirm their understanding that the Seller Representative is hereby appointed an Affiliate of a Seller, and that it shall have the same rights and powers under this Agreement as any other Seller and may exercise or refrain from exercising the same as though it were not the Seller Representative. (d) The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to serve as any Seller for any action taken or omitted to be taken by it in good faith in accordance with the representative advice of such counsel, accountants or experts. (e) The Seller Representative shall not be liable for (i) any action or omission consented to or requested by a majority in interest of the other Sellers (based on the Sellers’ Pro Rata Share); provided that any action or omission that materially disproportionately and adversely affects any Seller and shall require the Shareholdersconsent or approval of such Seller, or (ii) any action or omission otherwise taken by it hereunder except (in the case of this clause (ii) only) in the case of willful misconduct by the Seller Representative. The Seller Representative shall not be deemed to be a trustee or other fiduciary on behalf of any Seller or any other Person, nor shall the Seller Representative have full power any liability in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty as to, nor shall it be responsible for or have any duty to ascertain, inquire into or verify (A) any statement, warranty or representation made in or in connection with this Agreement or the Transaction Documents, (B) the performance or observance of any of the covenants or agreements of the Sellers under this Agreement or any of the other Transaction Documents, or (C) the genuineness, legality, validity, binding effect, enforceability, value, sufficiency, effectiveness or genuineness of this Agreement, the Transaction Documents or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, facsimile or similar writing) believed by it to be genuine and authority to makebe signed or sent by the proper party or parties. (f) Each Seller shall, ratably in accordance with his or its Pro Rata Share pay or reimburse the Seller Representative, upon presentation of an invoice, for all costs and expenses of the Seller Representative (including, without limitation, fees and expenses of counsel to the Seller Representative) in connection with (i) the enforcement of this Agreement and any of the Transaction Documents or the protection or preservation of the rights of each Seller or the Seller Representative against the Purchaser, or any of their respective assets, and (ii) any amendment, modification or waiver of any of the terms of this Agreement or any Transaction Documents (whether or not any such amendment, modification or waiver is signed or becomes effective). Such amounts shall first be paid out of an advance amount equal to five hundred thousand dollars ($500,000) (the “Advance Amount”), which will be delivered by the Purchaser to the Seller Representative at the Closing as a deduction from the Closing Cash Consideration which the Seller Representative shall maintain in a separate account for application under this Section 11.18. (g) Each Seller shall, ratably in accordance with such Seller’s Pro Rata Share, indemnify, defend and hold harmless the Seller Representative and the Seller Representative’s Affiliates and their respective partners, directors, officers, managers, members, agents, attorneys, employees and shareholders of each of the foregoing against any claim that such indemnitees may suffer or incur in connection with its capacity as the Seller Representative, or any action taken or omitted by such indemnitees hereunder or under the Transaction Documents (except such resulting from such indemnitees’ willful misconduct). (h) Each Seller acknowledges that it has, independently and without reliance upon the Seller Representative or any other Seller, and based on such documents and information as it has deemed appropriate, made its own legal analysis and decision to enter into this Agreement. Each Seller also acknowledges that it or he will, independently and without reliance upon the Seller Representative or any other Seller, and based on such documents and information as it or he shall deem appropriate at the time, continue to make its or his own decisions in taking or not taking any action under this Agreement. (i) The Seller Representative may resign at any time by giving notice thereof to the Sellers. Upon any such resignation, the Sellers shall appoint a successor Seller Representative. If no successor Seller Representative shall have been appointed by the Sellers, and shall have accepted such appointment, within thirty (30) days after the retiring Seller Representative gives notice of resignation, then the retiring Seller Representative, may, on behalf of the Sellers appoint a successor Seller PartiesRepresentative, which shall be any Seller. Upon the acceptance of its appointment as the Seller Representative hereunder by a successor Seller Representative, such successor Seller Representative shall thereupon succeed to and become vested with all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX rights and otherwise to act on behalf duties of the retiring Seller Parties in all respects with respect to this AgreementRepresentative, including, without limitation, and the amendment or termination thereof. All decisions and actions by the retiring Seller Representative shall be binding upon all of discharged from its duties and obligations hereunder. After the retiring Seller Representative’s resignation hereunder as the Seller PartiesRepresentative, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same. (b) Each of the Seller Parties agree that (i) the provision of this Section 9.09 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach of the provisions of this Section 9.09 would Agreement shall inure to its benefit as to any actions taken or omitted to be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon taken by it while it was the Seller Parties Representative. (j) The Seller Representative shall not be required by the Sellers to institute or be permitted to defend any action involving any matters referred to herein or which affects it or its duties or liabilities hereunder, unless or until requested to do so by any party to this Agreement and then only upon receiving full indemnity, in character satisfactory to the successors Seller Representative, against any and assigns all claims, liabilities and expenses, including reasonable attorneys’ fees in relation thereto. (k) This Section 11.18 sets forth all of each the duties of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer Representative to the Seller Representative shall, as between Parent Sellers with respect to any and Buyer, on the one hand, and the Seller Parties, on the other, all matters pertinent hereto. No implied duties or obligations shall be deemed to have been delivered to all read into this Agreement or any of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication or writings given or executed by the Seller Representative in connection with any claims for indemnity or set-off and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by Transaction Documents against the Seller Representative. Parent and Buyer shall be entitled to disregard any notices or communications given or made by The obligations of the Seller Parties Representative hereunder and under the Transaction Documents are only those expressly set forth herein and therein. (l) The Seller Representative shall disburse any remaining Advance Amount to Sellers in connection accordance with any claims for indemnity or set-off unless given or made through the Seller RepresentativeDistribution Methodology at such time that it determines in its sole discretion that it is no longer necessary to hold such funds.

Appointment of the Seller Representative. (a) In order Each Company Securityholder irrevocably appoints and authorizes Hammond, Kennedy, Whitney & Company, Inc., a New York corporation, as the “Seller Representative” and in such capacity as its agent and attorney-in-fact to efficiently administer the defense and/or settlement take such action as agent and attorney-in-fact on its or his behalf and to exercise such powers under this Agreement and any Related Agreements that require any form of any claims Company Securityholder approval or consent, together with all such powers as are reasonably incidental thereto. The Seller Representative may perform its duties as such through sub-agents and attorneys-in-fact and shall have no liability for indemnity any acts or omissions of any such sub-agent or attorney if selected by a it with reasonable care. Buyer Indemnitee pursuant shall be entitled to deal exclusively with the Seller Representative on behalf of any and all Company Securityholders with respect to all matters relating to this Article IXAgreement, the Related Agreements and the transactions contemplated hereby and thereby, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Securityholder by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Company Securityholder by the Seller Representative, as fully binding upon such Company Securityholder. Hammond, Kennedy, Whitney & Company, Inc. hereby accepts its appointment as the Seller Representative. (b) Without limiting the generality of the foregoing Section 12.1(a), the Seller Representative Representative, acting alone without the consent of any other Company Securityholder, is hereby appointed authorized to serve (i) take any and all actions under Article 2, (ii) except for claims for indemnification pursuant to which only an individual Company Securityholder is the Indemnifying Party (including in respect of claims for breaches of representations and warranties of such Company Securityholder), supervise, defend, coordinate and negotiate claims for indemnification under Article 9 (including settlements thereof), (iii) effect payments to the Company Securityholders hereunder, (iv) receive or give notices hereunder, (v) receive or make payment hereunder, (vi) execute waivers or amendments hereof, and/or (vii) execute and deliver documents, releases and/or receipts hereunder. (c) The Company Securityholders recognize and intend that the power of attorney and the powers, immunities and rights to indemnification granted to the Seller Representative (i) are coupled with an interest and are irrevocable, (ii) may be delegated by the Seller Representative, (iii) shall survive the death, dissolution, incapacity, bankruptcy or liquidation, as applicable, of each of the representative Company Securityholders and (iv) shall survive the delivery of an assignment by any Company Securityholders of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount. (d) The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Company Securityholder for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (e) None of the Seller Representative and the ShareholdersSeller Representative’s Affiliates and their respective partners, directors, officers, managers, members, agents, attorneys, employees, shareholders and other Representatives of each of the foregoing (collectively, the “Seller Representative Group”) shall be liable for (i) any action or omission consented to or requested by a majority in interest of the other Company Securityholders (based on respective Allocated Percentages of such amounts, as determined by the Seller Representative), or (ii) any action or omission otherwise taken by it hereunder except (in the case of this clause (ii) only) in the case of willful misconduct by the Seller Representative (and then, only to the extent determined by a final judgment of a court of competent jurisdiction). The Seller Representative shall have full power and authority not be deemed to make, be a trustee or other fiduciary on behalf of any Company Securityholder or any other Person, nor shall the Seller PartiesRepresentative have any liability in the nature of a trustee or other fiduciary. The Seller Representative does not make any representation or warranty as to, all decisions relating nor shall it be responsible for or have any duty to ascertain, inquire into or verify (A) any statement, warranty or representation made in or in connection with this Agreement or the defense and/or settlement Related Agreements, (B) the performance or observance of any claims for of the covenants or agreements of the Company Securityholders under this Agreement or any of the other Related Agreements, or (C) the genuineness, legality, validity, binding effect, enforceability, value, sufficiency, effectiveness or genuineness of this Agreement, the Related Agreements or any other instrument or writing furnished in connection herewith or therewith. The Seller Representative shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement or other writing (which any Buyer Indemnitee may claim be a bank wire, facsimile or similar writing) believed by it to be entitled genuine and to indemnity pursuant to this Article IX be signed or sent by the proper party or parties. (f) Each Company Securityholder shall, on a several and otherwise to act on behalf not joint basis in accordance with his or its Allocated Percentage of such amounts, as determined by the Seller Representative, pay or reimburse the Seller Representative, upon presentation of an invoice, for all costs and expenses of the Seller Parties in all respects with respect to this Agreement, Representative (including, without limitation, the amendment or termination thereof. All decisions fees and actions by expenses of counsel to the Seller Representative shall be binding upon all of the Seller Parties, and no Seller Party shall have the right to object to, dissent from, protest or otherwise contest the same. (bRepresentative) Each of the Seller Parties agree that in connection with (i) the provision enforcement of this Section 9.09 are independent Agreement and severableany of the Related Agreements and/or the protection or preservation of the rights of each Company Securityholder and/or the Seller Representative against Buyer, are irrevocable or any of their respective assets, and coupled with an interest and shall be enforceable notwithstanding any rights or remedies any Seller Party may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any breach amendment, modification or waiver of any of the provisions terms of this Section 9.09 would Agreement or any Related Agreements (whether or not any such amendment, modification or waiver is signed or becomes effective). Such amounts shall first be inadequate, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each paid out of the Seller Parties. (c) Any notice or communication Representative Expense Fund Amount, which will be delivered by Parent or Buyer to the Seller Representative at the Closing as a deduction from the Purchase Price that the Seller Representative shall maintain in a separate account for application under Section 2.4, Section 2.5 and this Section 12.1. The Company Securityholders will not receive any interest on the Representative Expense Fund Amount and assign to the Seller Representative any such interest. The Company Securityholders acknowledge that the Seller Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby. For income Tax purposes, the Representative Expense Fund Amount shall be treated as received and voluntarily set aside by the Company Securityholders at the Closing. (g) Each Company Securityholder shall, on a several and not joint basis in accordance with its Allocated Percentage of such amounts, as between Parent and Buyer, on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all of the Seller Parties. Parent and Buyer shall be entitled to rely exclusively upon any communication or writings given or executed determined by the Seller Representative, indemnify, defend and hold harmless the Seller Representative Group against any claim that such indemnitees may suffer or incur in connection with any claims for indemnity its capacity as the Seller Representative, or set-off and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon omitted by such indemnitees hereunder or under the actions taken or not taken or communications or writings given or executed by the Seller Representative. Parent and Buyer shall be entitled to disregard any notices or communications given or made by the Seller Parties in connection with any claims for indemnity or set-off unless given or made through the Seller RepresentativeRelated Agreements (except such resulting from such indemnitees’ willful misconduct).

Appointment of the Seller Representative. (ai) In order By executing this Agreement, the Sellers shall be deemed to efficiently administer have constituted and appointed, effective from and after the defense and/or settlement date of any claims this Agreement, Shareholder Representative Services LLC as the agent and attorney-in-fact for indemnity by a Buyer Indemnitee pursuant and on behalf of each Seller to this Article IX, act as the Seller Representative is hereby appointed to serve as under this Agreement in accordance with the representative terms of this Section 8.2(f). In the event of the resignation, removal, dissolution, liquidation or bankruptcy of the Seller Representative, the Sellers shall promptly appoint a successor Seller Representative (and in any event within ten Business Days of such vacancy), and such appointment shall become effective as to any such successor when a copy of such instrument shall have been delivered to Buyer. The Sellers holding a majority of the ShareholdersPro Rata Percentages of all the Sellers shall have the right to remove a Seller Representative and to appoint a successor Seller Representative; provided, that such removal and appointment of a successor shall be subject to the approval of S6 Holdings, which approval shall not be unreasonably withheld or delayed. The Seller Representative shall have full power and authority to make, on behalf represent all of the Seller Parties, all decisions relating to the defense and/or settlement of any claims for which any Buyer Indemnitee may claim to be entitled to indemnity pursuant to this Article IX Sellers and otherwise to act on behalf of the Seller Parties in all respects their successors with respect to all matters arising under this Agreement, including, without limitation, the amendment or termination thereof. All decisions and all actions taken by the Seller Representative hereunder shall be binding upon all such Sellers as if expressly confirmed and ratified in writing by each of the Seller Partiesthem, and no Seller Party Sellers shall have the right to object toobject, dissent fromdissent, protest or otherwise contest the same. (b) Each . The Seller Representative shall take any and all actions that it believes are necessary or appropriate under this Agreement for and on behalf of the Sellers as if the Sellers were acting on their own behalf, including giving and receiving any notice or instruction permitted or required under this Agreement by the Seller Parties agree that (i) Representative or, following the provision Closing, any Sellers, interpreting all of the terms and provisions of this Agreement, authorizing payments to be made with respect hereto, defending all Claims against the Sellers pursuant to Section 9.09 are independent 8.2(a) of this Agreement, consenting to, compromising or settling all indemnification claims, conducting negotiations with Buyer and severableits agents regarding such claims, are irrevocable dealing with Buyer under this Agreement with respect to all matters arising under this Agreement, taking any and coupled with an interest all other actions specified in or contemplated by this Agreement and shall be enforceable notwithstanding any rights engaging counsel, accountants or remedies any Seller Party may have other agents in connection with the transactions contemplated by foregoing matters. Without limiting the generality of the foregoing, the Seller Representative shall have full power and authority to interpret all the terms and provisions of this Agreement, Agreement and to consent to any amendment hereof or thereof on behalf of all of the Sellers. (ii) The Seller Representative has been duly authorized by the remedy at law Sellers, in each case, for any breach or on behalf of the provisions of this Section 9.09 would be inadequateSellers, to: (A) take all actions required by, and (iii) the provisions of Section 9.01 and this Section 9.09 shall be binding upon the Seller Parties and the successors and assigns of each of the Seller Parties. (c) Any notice or communication delivered by Parent or Buyer to exercise all rights granted to, the Seller Representative shallin this Agreement; (B) following the Closing, as between Parent receive all notices or other documents given or to be given to the Sellers by Buyer pursuant to this Agreement; (C) following the Closing, receive and Buyeraccept service of legal process in connection with any claim or other proceeding against the Sellers arising under this Agreement; (D) undertake, compromise, defend and settle any such suit or proceeding on the one hand, and the Seller Parties, on the other, be deemed to have been delivered to all behalf of the Seller Parties. Parent Sellers arising under this Agreement (including, without limitation, under ARTICLE VIII hereof); (E) execute and Buyer shall be entitled to rely exclusively upon any communication deliver all agreements, certificates and documents required or writings given or executed deemed appropriate by the Seller Representative in connection with any claims of the transactions contemplated by this Agreement; (F) engage special counsel, accountants and other advisors and incur such other expenses in connection with any of the transactions contemplated by this Agreement; (G) work with Buyer to resolve any issues relating to the determination and final accounting of Working Capital and the Holdback Amount; (H) distribute the Seller Representative Reserve; and (I) take such other action as the Seller Representative may deem appropriate, including, without limitation: (I) agreeing to any modification or amendment of or waiver with respect to this Agreement and executing and delivering an agreement of such modification or amendment or waiver; 57 (II) all such other matters as the Seller Representative may deem necessary or appropriate to carry out the intents and purposes of this Agreement. (iii) The Seller Representative shall receive no compensation for indemnity or set-off and shall not be liable services as the Seller Representative, except as set forth in the Representative Engagement Agreement. The Seller Representative will incur no liability of any manner whatsoever for kind with respect to any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed omission by the Seller Representative in connection with the Seller Representative’s services pursuant to this Agreement, except in the event of liability directly resulting from the Seller Representative's gross negligence or willful misconduct. Parent The Sellers, severally (based on each Seller’s Pro Rata Percentage compared to the aggregate Pro Rata Percentages of all Sellers), will indemnify, defend and hold harmless the Seller Representative from and against any and all loss, liability, damage, claim, penalty, fine, forfeiture, action, fee, cost and expense (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Seller Representative's execution and performance of this Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been primarily caused by the gross negligence or willful misconduct of the Seller Representative, the Seller Representative will reimburse the Sellers the amount of such indemnified Representative Loss attributable to such gross negligence or willful misconduct. If not paid directly to the Seller Representative by the Sellers, any such Representative Losses may be recovered by the Seller Representative from (A) the Seller Representative Reserve and (B) the Holdback Amount at such time as any remaining amounts thereof would otherwise be distributable to the Sellers in accordance with the terms hereof; provided, that while this Section 8.2(f)(iii) allows the Seller Representative to be paid from the Seller Representative Reserve and the Holdback Amount, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Seller Representative from seeking any remedies available to it at law or otherwise against Sellers. Any recovery by the Seller Representative from the Holdback Amount shall be first from the Holdback Cash Amount and then, if the Holdback Cash Amount is less than the amount sought to be recovered, shall be from the Holdback Stock Amount. Buyer shall be entitled to disregard rely upon any notices or communications given or made instructions from the Seller Representative with respect to the distribution of any portion of the Holdback Amount to which the Seller Representative is entitled pursuant to this Section 8.2(f)(iii). Unless the Sellers pay all Representative Losses upon demand by the Seller Parties Representative, the Seller Representative shall have no obligation to incur such Representative Losses, or to continue to perform any duties hereunder, but may nevertheless do so and claim reimbursement. For the avoidance of doubt, in connection no event shall Buyer have any obligation to reimburse the Seller Representative for any Representative Losses and nothing in this Section 8.2(f)(iii) shall permit the recovery by the Seller Representative of any portion of the Holdback Amount not otherwise distributable to the Sellers in accordance with the terms hereof. (iv) Without limiting the generality of this Section 8.2(f), the Sellers agree that the Seller Representative shall act as representative of the Sellers for all purposes under this ARTICLE VIII. Buyer agrees that any claim for indemnification made by any of the Buyer Indemnitees pursuant to this Agreement shall be made exclusively through the Seller Representative acting on behalf of the Sellers (and the Sellers agree that any such claim against any Seller by a Buyer Indemnitee may be made by providing notice of such claim to the Seller Representative); provided, however, that Buyer may, in its sole discretion, elect to pursue claims for indemnity indemnification under clauses (ii) and/or (iv) of Section 8.2(a) directly against the applicable Responsible Seller(s). (v) The Seller Representative is hereby appointed and constituted the true and lawful attorney-in-fact of each Seller, with full power in his, her or set-off unless its name and on his, her or its behalf to act according to the terms of this Agreement in the absolute discretion of the Seller Representative and in general to do all things and to perform all acts. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Seller, by operation of law (whether by such Seller’s death, disability protective supervision) or any other event. Without limitation to the foregoing, this power of attorney is to ensure the performance of a special obligation, and, accordingly, each Seller hereby renounces its, his or her right to renounce this power of attorney unilaterally before the complete distribution of the Holdback Amount. Each Seller hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Seller Representative taken in good faith under this Agreement. Notwithstanding the power of attorney granted in this Section 8.2(f), no agreement, instrument, acknowledgement or other act or document shall be ineffective by reason only of the Sellers having signed or given or made through such directly instead of the Seller Representative. (vi) Any action taken by the Seller Representative pursuant to the authority granted in this Section 8.2(f) shall be effective and absolutely binding on each Seller notwithstanding any contrary action of, or direction from, any Seller.