Common use of Company Shareholders Representative Clause in Contracts

Company Shareholders Representative. (a) Xxxxxxx Xxxxxx is hereby appointed as agent and attorney-in-fact for and on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the judgment of the Company Shareholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the appointment of a successor Company Shareholders’ Representative. No bond shall be required of the Company Shareholders’ Representative, and the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holder. (b) The Company Shareholders’ Representative shall not have any liability for any Damages to any holder of Common Stock or any Option Holder for any action taken or suffered or omitted to be taken by her hereunder as Company Shareholders’ Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconduct. The Company Shareholders’ Representative may, in all questions arising hereunder, rely on the advice of counsel and the Company Shareholders’ Representative shall not be liable to any holder of Common Stock or any Option Holder for anything done, omitted or suffered by the Company Shareholders’ Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ Representative. (c) A decision, act, consent or instruction of the Company Shareholders’ Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders and shall be final, binding and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction of the Company Shareholders’ Representative as being the decision, act, consent or instruction of, and binding on, each holder of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ Representative.

Company Shareholders Representative. (a) Xxxxxxx Xxxxxx is By execution and delivery of this Agreement, all of the Company Shareholders collectively and irrevocably hereby appointed appoint Vxxxxxx Xxxxx (the “Company Shareholders Representative”) as agent and their agent, attorney-in-fact for and representative to act from and after the date hereof and to do any and all things and execute any and all documents which the Company Shareholders Representative determine may be necessary, convenient or appropriate in connection with the transactions contemplated by this Agreement or otherwise to perform the duties or exercise the rights granted to the Company Shareholders Representative hereunder, including: (i) execution of any documents and certificates pursuant to this Agreement; (ii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) giving or agreeing to, on behalf of all or any of the Company Shareholders, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Company Shareholders Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) (A) disputing or refraining from disputing, on behalf of the Company Shareholders relative to any amounts to be received or paid by the Company Shareholders under this Agreement or any agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative, Merger Sub or Pubco under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreementdispute that may arise under, and to take all actions necessary exercising or appropriate in the judgment refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of the Company Shareholders’ Representative for the accomplishment , any settlement agreement, release or other document with respect to such dispute or remedy; and (vi) engaging attorneys, accountants, agents or consultants on behalf of the foregoingCompany Shareholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. Such agency may be changed by the consent The provisions of a majority-in-interest of the holders of Common Stock this Section 13.14 are irrevocable and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Optionscoupled with an interest. The Company Shareholders’ Shareholders Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts its appointment of a successor Company Shareholders’ Representative. No bond shall be required of and authorisation as the Company Shareholders’ Representative, and the Company Shareholders’ Shareholders Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderunder this Agreement. (b) The Purchaser Representative, Purchaser, Pubco and Merger Sub may conclusively and absolutely rely, without inquiry, upon any actions of the Company Shareholders’ Shareholders Representative as the acts of the Company Shareholders hereunder or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise have rights in such capacity. The Purchaser Representative and Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Shareholders Representative as to (i) any payment instructions provided by the Company Shareholders Representative or (ii) any other actions required or permitted to be taken by the Company Shareholders Representative hereunder, and no Company Shareholder shall have any cause of action against the Purchaser Representative, Pubco, Merger Sub, Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Shareholders Representative. The Purchaser Representative and Purchaser shall not have any liability Liability to the Company Shareholders for any Damages allocation or distribution among the Company Shareholders of payments made to any holder or at the direction of Common Stock the Company Shareholders Representative. All notices or other communications required to be made or delivered to the Company Shareholders under this Agreement or any Option Holder for any action taken or suffered or omitted Ancillary Document to be taken by her hereunder as Company Shareholders’ Representative, except as caused by which the Company Shareholder Representative’s gross negligence Shareholders Representative is a party or willful misconduct. The otherwise has rights in such capacity shall be made to the Company Shareholders’ Shareholders Representative may, in all questions arising hereunder, rely on for the advice benefit of counsel and the Company Shareholders’ Representative , and any notices so made shall not be liable discharge in full all notice requirements of the other parties hereto or thereto to any holder of Common Stock or any Option Holder for anything done, omitted or suffered by the Company Shareholders’ Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ RepresentativeShareholders with respect thereto. (c) A decisionThe Company Shareholders Representative, actin its capacity as such, consent shall not have any personal liability for any amount owed to Purchaser, Merger Sub or instruction Pubco pursuant to this Agreement. The Company Shareholders Representative shall not be personally liable to the Company Shareholders, in his or its capacity as the Company Shareholders Representative, for any personal liability of the Company Shareholders or otherwise, or for any error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement. (d) If the Company Shareholders Representative shall die, become disabled, dissolve (in the case of an entity), resign or otherwise be unable or unwilling to fulfil his, her or its responsibilities as representative and agent of Company Shareholders, or should the Company Shareholders Representative be revoked by mutual agreement of the Company Shareholders’ , then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation, revocation or other event, appoint a successor Company Shareholders Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders notify the Purchaser Representative and/or Purchaser and shall be final, binding and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction Pubco in writing of the identity of such successor. Any such successor so appointed shall become a “Company Shareholders’ Representative as being the decision, act, consent or instruction of, and binding on, each holder Shareholders Representative” for purposes of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ Representativethis Agreement.

Company Shareholders Representative. (a) Xxxxxxx Xxxxxx is By execution and delivery of this Agreement, all of the Company Shareholders collectively and irrevocably hereby appointed constitute and appoint Fantina Holdings Limited (the “Company Shareholders Representative”) as agent and their agent, attorney-in-fact for and representative to act from and after the date hereof and to do any and all things and execute any and all documents which the Company Shareholders Representative determine may be necessary, convenient or appropriate in connection with the transactions contemplated by this Agreement or otherwise to perform the duties or exercise the rights granted to the Company Shareholders Representative hereunder, including: (i) execution of any documents and certificates pursuant to this Agreement; (ii) making on behalf of the Company Shareholders any determinations and taking all actions on their behalf relating to the adjustment of the Initial Cash Consideration under Section 2.3 and any disputes with respect thereto; (iii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of all or any of the Company Shareholders, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Company Shareholders Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (vi) (A) disputing or refraining from disputing, on behalf of the Company Shareholders relative to any amounts to be received or paid by the Company Shareholders under this Agreement or any agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative or Pubco under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreementdispute that may arise under, and to take all actions necessary exercising or appropriate in the judgment refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of the Company Shareholders’ Representative for the accomplishment , any settlement agreement, release or other document with respect to such dispute or remedy; (vii) engaging attorneys, accountants, agents or consultants on behalf of the foregoingCompany Shareholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto; and (viii) managing, controlling, defending and settling on behalf of an Indemnitor any indemnification claims against any of them under Article IX, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 9.5. Such agency may be changed by the consent The provisions of a majority-in-interest of the holders of Common Stock this Section 13.14 are irrevocable and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Optionscoupled with an interest. The Company Shareholders’ Shareholders Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts its appointment of a successor Company Shareholders’ Representative. No bond shall be required of and authorization as the Company Shareholders’ Representative, and the Company Shareholders’ Shareholders Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderunder this Agreement. (b) The Purchaser Representative, Purchaser and Pubco may conclusively and absolutely rely, without inquiry, upon any actions of the Company Shareholders’ Shareholders Representative as the acts of the Company Shareholders hereunder or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise have rights in such capacity. The Purchaser Representative and Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Shareholders Representative as to (i) any payment instructions provided by the Company Shareholders Representative or (ii) any other actions required or permitted to be taken by the Company Shareholders Representative hereunder, and no Company Shareholder shall have any cause of action against the Purchaser Representative, Pubco, Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Shareholders Representative. The Purchaser Representative and Purchaser shall not have any liability Liability to the Company Shareholders for any Damages allocation or distribution among the Company Shareholders of payments made to any holder or at the direction of Common Stock the Company Shareholders Representative. All notices or other communications required to be made or delivered to the Company Shareholders under this Agreement or any Option Holder for any action taken or suffered or omitted Ancillary Document to be taken by her hereunder as Company Shareholders’ Representative, except as caused by which the Company Shareholder Representative’s gross negligence Shareholders Representative is a party or willful misconduct. The otherwise has rights in such capacity shall be made to the Company Shareholders’ Shareholders Representative may, in all questions arising hereunder, rely on for the advice benefit of counsel and the Company Shareholders’ Representative , and any notices so made shall not be liable discharge in full all notice requirements of the other parties hereto or thereto to any holder of Common Stock or any Option Holder for anything done, omitted or suffered by the Company Shareholders’ Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ RepresentativeShareholders with respect thereto. (c) A decisionThe Company Shareholders Representative, actin its capacity as such, consent shall not have any personal liability for any amount owed to Purchaser, Pubco or instruction any Indemnitee pursuant to this Agreement. The Company Shareholders Representative shall not be personally liable to the Company Shareholders, in his or its capacity as the Company Shareholders Representative, for any personal liability of the Company Shareholders or otherwise, or for any error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement. (d) If the Company Shareholders Representative shall die, become disabled, dissolve (in the case of an entity), resign or otherwise be unable or unwilling to fulfill his, her or its responsibilities as representative and agent of Company Shareholders, or should the Company Shareholders Representative be revoked by mutual agreement of the Company Shareholders’ , then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation, revocation or other event, appoint a successor Company Shareholders Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders notify the Purchaser Representative and/or Purchaser and shall be final, binding and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction Pubco in writing of the identity of such successor. Any such successor so appointed shall become a “Company Shareholders’ Representative as being the decision, act, consent or instruction of, and binding on, each holder Shareholders Representative” for purposes of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ Representativethis Agreement.

Company Shareholders Representative. (a) The shareholders of the Company, by adopting this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint P. Xxxxx Xxxxxxx Xxxxxx is hereby appointed as their agent and attorney-in-fact for purposes of Section 9 and on behalf the Escrow Agreement (the "Company Shareholders' Representative"), and consent to the taking by the Company Shareholders' Representative of each any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the holders power to do or perform the following: authorize delivery to Parent of Common Stock and the Option Holders (Escrow Shares or cash out of the “Company Shareholders’ Representative”)Escrow Fund in satisfaction of claims by Parent, to give and receive notices, to agree to, negotiate and negotiate, enter into settlements and compromises of claims, including third-party claims, agree to demand, prosecute the appointment of a Neutral Auditor and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, resolve any claim made pursuant to amend, modify Section 9 and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the judgment of the Company Shareholders’ ' Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Shareholder Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts his appointment of a successor Company Shareholders’ Representative. No bond shall be required of as the Company Shareholders’ ' Representative for purposes of Section 9 of this agreement and , the Escrow Agreement. Parent shall be entitled to deal exclusively with the Company Shareholders' Representative on all matters relating to Section 9, the Escrow Agreement 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 shareholder by the Company Shareholders' Representative, and on any other action taken or purported to be taken on behalf of any Company shareholder by the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the ' Representative, as fully binding upon such Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holdershareholder. (b) The If the Company Shareholders’ ' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company shareholders, then Xxxx Xxxxxx shall, within ten days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the "Company Shareholders' Representative" for purposes of Section 9, the Escrow Agreement and this Section 10.1. If for any reason there is no Company Shareholders' Representative at any time, all references herein to the Company Shareholders' Representative shall be deemed to refer to Xxxx Xxxxxx. (c) A Company Shareholders' Representative shall not have any liability be liable for any Damages to any holder of Common Stock or any Option Holder for any action taken or suffered act done or omitted to be taken by her hereunder as Company Shareholders’ ' Representative while acting in good faith and in the exercise of reasonable judgment. Company shareholders on whose behalf Escrow Shares were contributed to the escrow shall severally indemnify each Company Shareholders' Representative and hold each Company Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of such Company Shareholders' Representative and arising out of or in connection with the acceptance or administration of such Company Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by such Company Shareholders' Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconduct. set forth in Section 10.1(e) below. (d) The Company Shareholders’ ' Representative mayshall be entitled to rely upon any order, in judgment, certificate, demand, notice, instrument or other writing delivered to it hereunder without being required to investigate the validity, accuracy or content thereof nor shall the Company Shareholders' Representative be responsible for the validity or sufficiency of this Agreement. In all questions arising hereunderunder this Agreement, the Company Shareholders' Representative may rely on the advice of counsel counsel, and the Company Shareholders’ Representative shall not be liable to any holder of Common Stock or any Option Holder for anything done, omitted or suffered in good faith by the Company Shareholders’ ' Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ Representative' Representative shall not be liable to anyone. (ce) A decision, act, consent or instruction The reasonable expenses incurred by the Company Shareholders' Representative while acting on behalf of the Company Shareholders’ Representative shareholders under the authorization granted in this Section 10.1 shall be deemed to have been taken or given on behalf borne by the shareholders of all holders of Common Stock and Option Holders the Company pro rata and shall be finalpayable out of the Escrow Fund; provided, binding and conclusive upon however, that all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction of payments to the Company Shareholders’ ' Representative as being the decision, act, consent or instruction of, and binding on, each holder of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction out of the Company Shareholders’ RepresentativeEscrow Fund pursuant to this Section 10.1(e) prior to the expiration of the Company's representatives and warranties pursuant to Section 9.1(a), together with all payments pursuant to Section 1.14(a), shall not exceed the Permitted Reimbursement Amount.

Company Shareholders Representative. (a) Xxxxxxx The shareholders of the Company (including the Principal Shareholder), by approving this Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint Xx. Xxxx Xxxxxx is hereby appointed as their agent and attorney-in-fact for purposes of Article 9 and on behalf the Escrow Agreement (the "Company Shareholders' Representative"), and consent to the taking by the Company Shareholders' Representative of each any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the holders power to authorize delivery to Parent of Common Stock and cash out of the Option Holders (the “Escrow Fund in satisfaction of claims by Parent). The Company Shareholders’ Representative”)' Representative hereby agrees to negotiate, to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demandincluding third-party claims, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, resolve any claim made pursuant to amendArticle 9, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the his judgment of the Company Shareholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock , and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts his appointment of a successor Company Shareholders’ Representative. No bond shall be required of as the Company Shareholders’ ' Representative for purposes of Article 9 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Company Shareholders' Representative on all matters relating to Article 9 and the Escrow Agreement 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 shareholder by the Company Shareholders' Representative, and on any other action taken or purported to be taken on behalf of any Company shareholder by the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the ' Representative, as fully binding upon such Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holdershareholder. (b) The If the Company Shareholders’ ' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company shareholders, then Xx. Xxxx X. Jackson shall, within ten (10) days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the "Company Shareholders' Representative" for purposes of Article 9, the Escrow Agreement and this Section 10.1. If for any reason there is no Company Shareholders' Representative at any time, all references herein to the Company Shareholders' Representative shall be deemed to refer to Xx. Xxxx X. Jackson. (c) A Company Shareholders' Representative shall not have any liability be liable for any Damages to any holder of Common Stock or any Option Holder for any action taken or suffered act done or omitted to be taken by her hereunder as Company Shareholders’ ' Representative while acting in good faith and in the exercise of reasonable judgment. Company shareholders on whose behalf Escrow Consideration was contributed to the escrow shall severally indemnify each Company Shareholders' Representative and hold each Company Shareholders' Representative harmless against any loss, Liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of such Company Shareholders' Representative and arising out of or in connection with the acceptance or administration of such Company Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by such Company Shareholders' Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconduct. set forth in Section 10.1(e) below. (d) The Company Shareholders’ ' Representative mayshall be entitled to rely upon any order, in judgment, certificate, demand, notice, instrument or other writing delivered to him hereunder without being required to investigate the validity, accuracy or content thereof nor shall the Company Shareholders' Representative be responsible for the validity or sufficiency of this Agreement. In all questions arising hereunderunder this Agreement, the Company Shareholders' Representative may rely on the advice of counsel counsel, and the Company Shareholders’ Representative shall not be liable to any holder of Common Stock or any Option Holder for anything done, omitted or suffered in good faith by the Company Shareholders’ ' Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ Representative' Representative shall not be liable to anyone. (ce) A decision, act, consent or instruction The reasonable expenses incurred by the Company Shareholders' Representative while acting on behalf of the Company Shareholders’ Representative shareholders under the authorization granted in this Section 10.1 shall be deemed to have been taken or given on behalf borne by the shareholders of all holders of Common Stock and Option Holders the Company pro rata and shall be finalpayable out of the Escrow Fund; provided, binding and conclusive upon however, that all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction of payments to the Company Shareholders’ ' Representative as being the decision, act, consent or instruction of, and binding on, each holder of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction out of the Company Shareholders’ RepresentativeEscrow Fund pursuant to this Section 10.1(e) shall not exceed $25,000.

Company Shareholders Representative. (a) By execution and delivery of this Agreement, all of the Company Shareholders collectively and irrevocably hereby appoint Xxxxxxx Xxxxxx is hereby appointed Xxxxxxx (the “Company Shareholders Representative”) as agent and their agent, attorney-in-fact for and representative to act from and after the date hereof and to do any and all things and execute any and all documents which the Company Shareholders Representative determine may be necessary, convenient or appropriate in connection with the Transactions or otherwise to perform the duties or exercise the rights granted to the Company Shareholders Representative xxxxxxxxx, including: (i) execution of any documents and certificates pursuant to this Agreement; (ii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) giving or agreeing to, on behalf of all or any of the Company Shareholders, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Company Shareholders Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) (A) disputing or refraining from disputing, on behalf of the Company Shareholders relative to any amounts to be received or paid by the Company Shareholders under this Agreement or any agreement contemplated hereby, any claim made by the Purchaser under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreementdispute that may arise under, and to take all actions necessary exercising or appropriate in the judgment refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of the Company Shareholders’ Representative for the accomplishment , any settlement agreement, release or other document with respect to such dispute or remedy; and (vi) engaging attorneys, accountants, agents or consultants on behalf of the foregoingCompany Shareholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. Such agency may be changed by the consent appointment shall terminate at Share Exchange Closing. The provisions of a majority-in-interest of the holders of Common Stock this Clause 12.17 are irrevocable and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Optionscoupled with an interest. The Company Shareholders’ Shareholders Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts its appointment of a successor Company Shareholders’ Representative. No bond shall be required of and authorisation as the Company Shareholders’ Representative, and the Company Shareholders’ Shareholders Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderunder this Agreement. (b) The Purchaser may conclusively and absolutely rely, without inquiry, upon any actions of the Company Shareholders’ Shareholders Representative as the acts of the Company Shareholders hereunder or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise have rights in such capacity. The Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Shareholders Representative as to (i) any payment instructions provided by the Company Shareholders Representative or (ii) any other actions required or permitted to be taken by the Company Shareholders Representative hereunder, and no Company Shareholder shall have any cause of action against the Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Shareholders Representative. The Purchaser shall not have any liability Liability to the Company Shareholders for any Damages allocation or distribution among the Company Shareholders of payments made to any holder or at the direction of Common Stock the Company Shareholders Representative. All notices or other communications required to be made or delivered to the Company Shareholders under this Agreement or any Option Holder for any action taken or suffered or omitted Ancillary Document to be taken by her hereunder as Company Shareholders’ Representative, except as caused by which the Company Shareholder Representative’s gross negligence Shareholders Representative is a party or willful misconduct. The otherwise has rights in such capacity shall be made to the Company Shareholders’ Shareholders Representative may, in all questions arising hereunder, rely on for the advice benefit of counsel and the Company Shareholders’ Representative , and any notices so made shall not be liable discharge in full all notice requirements of the other parties hereto or thereto to any holder of Common Stock or any Option Holder for anything done, omitted or suffered by the Company Shareholders’ Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ RepresentativeShareholders with respect thereto. (c) A decisionThe Company Shareholders Representative, actin its capacity as such, consent shall not have any personal liability for any amount owed to the Purchaser pursuant to this Agreement. The Company Shareholders Representative shall not be personally liable to the Company Shareholders, in its capacity as the Company Shareholders Representative, for any personal liability of the Company Shareholders or instruction otherwise, or for any error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement. (d) If the Company Shareholders Representative shall die, become disabled, dissolve (in the case of an entity), resign or otherwise be unable or unwilling to fulfil its responsibilities as representative and agent of Company Shareholders, or should the Company Shareholders Representative be revoked by mutual agreement of the Company Shareholders’ , then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation, revocation or other event, appoint a successor Company Shareholders Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders and shall be final, binding and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become a “Company Shareholders’ Representative as being the decision, act, consent or instruction of, and binding on, each holder Shareholders Representative” for purposes of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ Representativethis Agreement.

Company Shareholders Representative. (a) Xxxxxxx Xxxxxx is By execution and delivery of this Agreement, all of the Company Shareholders collectively and irrevocably hereby appointed appoint DJW (the “Company Shareholders Representative”) as agent and their agent, attorney-in-fact for and representative to act from and after the date hereof and to do any and all things and execute any and all documents which the Company Shareholders Representative determine may be necessary, convenient or appropriate in connection with the transactions contemplated by this Agreement or otherwise to perform the duties or exercise the rights granted to the Company Shareholders Representative hereunder, including: (i) execution of any documents and certificates pursuant to this Agreement; (ii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) giving or agreeing to, on behalf of all or any of the Company Shareholders, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Company Shareholders Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; (v) (A) disputing or refraining from disputing, on behalf of the Company Shareholders relative to any amounts to be received or paid by the Company Shareholders under this Agreement or any agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative or Pubco under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreementdispute that may arise under, and to take all actions necessary exercising or appropriate in the judgment refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of the Company Shareholders’ Representative for the accomplishment , any settlement agreement, release or other document with respect to such dispute or remedy; and (vi) engaging attorneys, accountants, agents or consultants on behalf of the foregoingCompany Shareholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. Such agency may be changed by the consent The provisions of a majority-in-interest of the holders of Common Stock this Section 13.14 are irrevocable and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Optionscoupled with an interest. The Company Shareholders’ Shareholders Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts its appointment of a successor Company Shareholders’ Representative. No bond shall be required of and authorization as the Company Shareholders’ Representative, and the Company Shareholders’ Shareholders Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderunder this Agreement. (b) The Purchaser Representative, Purchaser and Pubco may conclusively and absolutely rely, without inquiry, upon any actions of the Company Shareholders’ Shareholders Representative as the acts of the Company Shareholders hereunder or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise have rights in such capacity. The Purchaser Representative and Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Shareholders Representative as to (i) any payment instructions provided by the Company Shareholders Representative or (ii) any other actions required or permitted to be taken by the Company Shareholders Representative hereunder, and no Company Shareholder shall have any cause of action against the Purchaser Representative, Pubco, Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Shareholders Representative. The Purchaser Representative and Purchaser shall not have any liability Liability to the Company Shareholders for any Damages allocation or distribution among the Company Shareholders of payments made to any holder or at the direction of Common Stock the Company Shareholders Representative. All notices or other communications required to be made or delivered to the Company Shareholders under this Agreement or any Option Holder for any action taken or suffered or omitted Ancillary Document to be taken by her hereunder as Company Shareholders’ Representative, except as caused by which the Company Shareholder Representative’s gross negligence Shareholders Representative is a party or willful misconduct. The otherwise has rights in such capacity shall be made to the Company Shareholders’ Shareholders Representative may, in all questions arising hereunder, rely on for the advice benefit of counsel and the Company Shareholders’ Representative , and any notices so made shall not be liable discharge in full all notice requirements of the other parties hereto or thereto to any holder of Common Stock or any Option Holder for anything done, omitted or suffered by the Company Shareholders’ Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ RepresentativeShareholders with respect thereto. (c) A decisionThe Company Shareholders Representative, actin its capacity as such, consent shall not have any personal liability for any amount owed to Purchaser or instruction Pubco pursuant to this Agreement. The Company Shareholders Representative shall not be personally liable to the Company Shareholders, in his or its capacity as the Company Shareholders Representative, for any personal liability of the Company Shareholders or otherwise, or for any error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement. (d) If the Company Shareholders Representative shall die, become disabled, dissolve (in the case of an entity), resign or otherwise be unable or unwilling to fulfil his, her or its responsibilities as representative and agent of Company Shareholders, or should the Company Shareholders Representative be revoked by mutual agreement of the Company Shareholders’ , then the Company Shareholders shall, within ten (10) days after such death, disability, dissolution, resignation, revocation or other event, appoint a successor Company Shareholders Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders notify the Purchaser Representative and/or Purchaser and shall be final, binding and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction Pubco in writing of the identity of such successor. Any such successor so appointed shall become a “Company Shareholders’ Representative as being the decision, act, consent or instruction of, and binding on, each holder Shareholders Representative” for purposes of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ Representativethis Agreement.

Company Shareholders Representative. (a) Xxxxxxx The Company designates Xxxxx X. Xxxxxx is hereby appointed as agent and attorney-in-fact for and on behalf of each the representative of the holders of Common Stock Company Shareholders and the Option Holders and any other person who is or becomes, through the Effective Time, a holder of Capital Stock of the Company or an Option (such person, the “Company Shareholders’ Representative”). The Company Shareholders’ Representative hereby accepts the appointment as Company Shareholders’ Representative, all in accordance with the terms of this Agreement. The Company Shareholders’ Representative shall have authority to give take any and receive noticesall actions expressly permitted or required to be taken by the Company Shareholders’ Representative hereunder and which he believes are necessary or appropriate under this Agreement, including, without limitation, giving and receiving any notice or instruction expressly permitted or required under this Agreement by the Company Shareholders’ Representative, authorizing payments to agree be made with respect hereto, defending all claims pursuant to Article 8 of this Agreement, consenting to, negotiate and enter into settlements and compromises of compromising or settling all claims, conducting negotiations with Parent and its agents regarding such claims, taking any and all other actions specified in or contemplated by this Agreement. From and after the Effective Time, the Company Shareholders’ Representative shall serve as the sole representative of such Persons with respect to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement transactions contemplated hereby and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the judgment of the Company Shareholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the appointment of a successor Company Shareholders’ Representative. No bond shall be required of the Company Shareholders’ Representative, and the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderthereby. (b) The Company Shareholders’ Representative shall not serve in such capacity without compensation except for the reimbursement from such Persons of out-of-pocket expenses. Notwithstanding anything to the contrary contained in this Agreement, Company Shareholders’ Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, Liabilities on behalf of any Company Shareholder or Option Holder shall otherwise exist against Company Shareholders’ Representative. Following Parent’s payment to the Company Shareholders’ Representative of any amount pursuant to this Agreement or the Escrow Agreement, neither Parent nor the Company (or Surviving Corporation) shall have any liability for any Damages to any holder of Common Stock Company Shareholder or any Option Holder for any action taken such amount, including for the Company Shareholders’ Representative’s failure to distribute such amount to Company Shareholders or suffered or omitted to be taken by her hereunder as Option Holders in accordance with their individual arrangements with the Company Shareholders’ Representative, except as caused by and each Company Shareholder’s and Option Holder’s sole remedy shall be against the Company Shareholder Representative’s gross negligence Shareholders’ Representative and not against Parent or willful misconduct. the Company (or Surviving Corporation). (c) The Company Shareholders’ Representative may, in all questions arising hereunder, rely on may resign at any time by giving written notice to the advice Company and Parent. The holders of counsel a majority of the Company Common Stock and the Company Preferred Stock shall then have the right at any time during the term to appoint a successor Company Shareholders’ Representative; provided, however, that neither such resignation of the then-acting Company Shareholders’ Representative nor such appointment of a successor Company Shareholders’ Representative shall not be liable effective until the delivery to any holder Parent of Common Stock or any Option Holder for anything done, omitted or suffered executed counterparts of a writing signed by the requisite Company Shareholders with respect to such removal and appointment, together with an acknowledgment signed by the successor Company Shareholders’ Representative based on appointed in such advice. The writing that he, she or it accepts the responsibility of successor Company Shareholders’ Representative undertakes and agrees to perform such duties and only such duties as are specifically set forth in this Agreement, be bound by all of the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into provisions of this Agreement against applicable to the Company Shareholders’ Representative. (c) A decision, act, consent or instruction of the Company Shareholders’ Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders and shall be final, binding and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction of the Company Shareholders’ Representative as being the decision, act, consent or instruction of, and binding on, each holder of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ Representative.

Company Shareholders Representative. (a) Xxxxxxx By virtue of and effective upon the Company Shareholder Approval, each shareholder of the Company hereby irrevocably appoints K. Cyrux Xxxxxx is hereby appointed xx his, he or its representative (the "Company Shareholders' Representative"), to act as his, her or its agent and attorney-in-fact for fact, with authority to execute all instruments as if signed by each such shareholder, and on behalf of each of the holders of Common Stock to take any action with respect to all matters arising under this Agreement and the Option Holders Indemnity Escrow Agreement and any and all other documents entered into in connection therewith (the “"Transaction Documents"), including, without limitation, the following: (i) waiving any breaches by Parent under the Agreement prior to and after the Closing; (ii) appointing and designating the Indemnity Escrow Agent; (iii) instituting, prosecuting and/or defending lawsuits; (iv) objecting, in the Company Shareholders’ ' Representative”)'s sole discretion, to give Notices of Claims by Parent Indemnified Parties and receive notices, to agree agreeing to, negotiate and enter negotiating, entering into settlements and compromises of such claims, ; (v) authorizing disbursements from the Indemnity Escrow Fund and making any investment decisions regarding the Indemnity Escrow Fund as required pursuant to demand, prosecute the Indemnity Escrow Agreement; and defend claims arising out of this Agreement, (vi) taking all other actions relating to shareholders' rights and obligations under the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the judgment of Transaction Documents that the Company Shareholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the appointment of a successor Company Shareholders’ Representative. No bond shall be required of the Company Shareholders’ ' Representative, and the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderin his sole discretion, deems appropriate. (b) The Company Shareholders’ Representative shall not have any liability for any Damages to any holder of Common Stock or any Option Holder for any action taken or suffered or omitted to be taken by her hereunder as Company Shareholders’ Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconduct. The Company Shareholders’ Representative may, in all questions arising hereunder, rely on the advice of counsel and the Company Shareholders’ ' Representative shall not be responsible or liable to any holder shareholder of Common Stock the Company for any act or omission of any Option Holder kind so long as he has acted in good faith (any such action or omission pursuant to an order, judgement or decree of any court or administrative agency, or advice of counsel, shall be conclusive evidence of such good faith), or for anything done, omitted or suffered by the expiration of rights under any statute of limitations with respect to the Transaction Documents. The shareholders of the Company shall severally indemnify the Company Shareholders’ ' Representative based and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against part of the Company Shareholders’ Representative' Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. (c) A decision, act, consent or instruction of the Company Shareholders’ ' Representative shall be deemed to have been taken or given on behalf constitute a decision of all holders shareholders of the Company for whom shares of Parent Common Stock and Option Holders otherwise issuable to them are deposited in the Indemnity Escrow Fund and shall be final, binding and conclusive upon all holders of Common Stock and Option Holderseach such shareholder, and the Indemnity Escrow Agent and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction of the Company Shareholders’ ' Representative as being the decision, act, consent or instruction of, of each and binding on, each holder of Common Stock every such shareholder. The Indemnity Escrow Agent and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives Parent are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Company Shareholders’ ' Representative.

Company Shareholders Representative. (a) By execution and delivery of this Agreement, all of the Company Shareholders collectively and irrevocably hereby constitute and appoint Xxxxx Xxxxxxx Xxxxxx is hereby appointed (the “Company Shareholders Representative”) as agent and their agent, attorney-in-fact for and representative to act from and after the date hereof and to do any and all things and execute any and all documents which the Company Shareholders Representative determine may be necessary, convenient or appropriate in connection with the Transactions or otherwise to perform the duties or exercise the rights granted to the Company Shareholders Representative hereunder, including: (i) execution of any documents and certificates pursuant to this Agreement, (ii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement, (iii) administration of the provisions of this Agreement, (iv) giving or agreeing to, on behalf of all or any of the Company Shareholders, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Company Shareholders Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith, (v) (A) disputing or refraining from disputing, on behalf of the Company Shareholders relative to any amounts to be received or paid by the Company Shareholders under this Agreement or any agreement contemplated hereby, any claim made by Purchaser, Purchaser Representative or Holdings under this Agreement or other agreements contemplated hereby, (B) negotiating and compromising, on behalf of each of the holders of Common Stock and the Option Holders (the “Company Shareholders’ Representative”), to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards with respect to claims, to amend, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreementdispute that may arise under, and to take all actions necessary exercising or appropriate in the judgment refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and (C) executing, on behalf of the Company Shareholders’ Representative for the accomplishment , any settlement agreement, release or other document with respect to such dispute or remedy and (vi) engaging attorneys, accountants, agents or consultants on behalf of the foregoingCompany Shareholders in connection with this Agreement or any other agreement contemplated hereby and paying any fees related thereto. Such agency may be changed by the consent The provisions of a majority-in-interest of the holders of Common Stock this Section 13.15 are irrevocable and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Optionscoupled with an interest. The Company Shareholders’ Shareholders Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts its appointment of a successor Company Shareholders’ Representative. No bond shall be required of and authorization as the Company Shareholders’ Representative, and the Company Shareholders’ Shareholders Representative shall not receive compensation for her services. Notices or communications to or from the Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holderunder this Agreement. (b) The Purchaser Representative, Purchaser and Holdings may conclusively and absolutely rely, without inquiry, upon any actions of the Company Shareholders’ Shareholders Representative as the acts of the Company Shareholders hereunder or any Ancillary Document to which the Company Shareholders Representative is a party or otherwise have rights in such capacity. The Purchaser Representative and Purchaser shall be entitled to rely conclusively on the instructions and decisions of the Company Shareholders Representative as to (i) any payment instructions provided by the Company Shareholders Representative or (ii) any other actions required or permitted to be taken by the Company Shareholders Representative hereunder, and no Company Shareholder shall have any cause of action against the Purchaser Representative, Holdings, Purchaser, or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Company Shareholders Representative. The Purchaser Representative and Purchaser shall not have any liability Liability to the Company Shareholders for any Damages allocation or distribution among the Company Shareholders of payments made to any holder or at the direction of Common Stock the Company Shareholders Representative. All notices or other communications required to be made or delivered to the Company Shareholders under this Agreement or any Option Holder Ancillary Document to which the Company Shareholders Representative is a party or otherwise has rights in such capacity shall be made to the Company Shareholders Representative for the benefit of the Company Shareholders, and any notices so made shall discharge in full all notice requirements of the other Parties hereto or thereto to the Company Shareholders with respect thereto. (c) The Company Shareholders Representative, in its capacity as such, shall not have any personal Liability for any action taken amount owed to Purchaser or suffered or omitted Holdings pursuant to be taken by her hereunder as Company Shareholders’ Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconductthis Agreement. The Company Shareholders’ Shareholders Representative may, in all questions arising hereunder, rely on the advice of counsel and shall not be personally liable to the Company Shareholders’ , in his or its capacity as the Company Shareholders Representative, for any personal Liability of the Company Shareholders or otherwise, or for any error of judgment, or any act done or step taken or omitted by it, or for any mistake in fact or Law, or for anything which it may do or refrain from doing in connection with this Agreement. (d) The Company Shareholders Representative shall not be liable to for any holder of Common Stock act done or omitted under this Agreement or any Option Holder for anything doneAncillary Document which expressly contemplates that the Company Shareholders Representative will act on behalf of the Company Shareholders as the Company Shareholders Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Company Shareholder shall indemnify, defend and hold harmless the Company Shareholders Representative from and against any and all Liabilities incurred without gross negligence, bad faith or suffered willful misconduct on the part of the Company Shareholders Representative (in his capacity as such) and arising out of or in connection with the acceptance or administration of the Company Shareholders Representative’s duties under this Agreement or any Ancillary Document which expressly contemplates that the Company Shareholders Representative will act on behalf of Purchaser, including the reasonable fees and expenses of any legal counsel retained by the Company Shareholders’ Shareholders Representative. In no event shall the Company Shareholders Representative based on in such advicecapacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Company Shareholders’ Shareholders Representative undertakes shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to perform such duties and only such duties as are specifically set forth in this Agreementbe genuine, the Escrow Agreement and the Paying Agent Agreementincluding facsimiles or copies thereof, and no implied covenants or obligations Person shall be read into this Agreement against have any Liability for relying on the Company Shareholders’ RepresentativeShareholders Representative in the foregoing manner. All of the indemnities, immunities, releases and powers granted to Company Shareholders Representative under this Section 13.15 shall survive the Share Acquisition Closing and continue indefinitely. (ce) A decisionIf the Company Shareholders Representative shall die, actbecome legally disabled, consent dissolve (in the case of an entity), resign or instruction otherwise be unable or unwilling to fulfil his, her or its responsibilities as representative and agent of Company Shareholders, or should the Company Shareholders Representative be revoked by mutual agreement of the Company Shareholders’ , then the Company Shareholders shall, within ten days after such death, legal disability, dissolution, resignation, revocation or other event, appoint a successor Company Shareholders Representative shall be deemed to have been taken or given on behalf of all holders of Common Stock and Option Holders notify the Purchaser Representative and shall be final, binding Purchaser and conclusive upon all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction Holdings in writing of the identity of such successor. Any such successor so appointed shall become a “Company Shareholders’ Representative as being Shareholders Representative” for purposes of this Agreement. (f) Notwithstanding anything to the decision, act, consent or instruction of, and binding on, each holder of Common Stock and each Option Holder. Parent, Intermediate Corpcontrary herein, the Company Shareholders Representative shall not be entitled to take any action pursuant to the rights granted to it under this Section 13.15 if such action would have an adverse and their respective Representatives are hereby relieved from disproportionate impact in any liability to material respect on any Person for any acts done by them in accordance with such decision, act, consent Company Shareholder (or instruction of the Company Shareholders’ Representative) as compared to the other Company Shareholders.

Company Shareholders Representative. (a) Xxxxxxx The shareholders of the Company, by adopting this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby, hereby irrevocably appoint Xx. Xxxxxx is hereby appointed Xxxxxx as their agent and attorney-in-fact for purposes of Section 9 and on behalf the Escrow Agreement (the "Company Shareholders' Representative"), and consent to the taking by the Company Shareholders' Representative of each any and all actions and the making of any decisions required or permitted to be taken by him under the Escrow Agreement (including, without limitation, the exercise of the holders power to authorize delivery to Parent of Common Stock and the Option Holders (Escrow Shares or cash out of the “Escrow Fund in satisfaction of claims by Parent). The Company Shareholders’ Representative”)' Representative hereby agrees to negotiate, to give and receive notices, to agree to, negotiate and enter into settlements and compromises of claims, to demandincluding third-party claims, prosecute and defend claims arising out of this Agreement, the Escrow Agreement and the Paying Agent Agreement and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, resolve any claim made pursuant to amendSection 9, modify and waive any provision under this Agreement, the Escrow Agreement and the Paying Agent Agreement, and to take all actions necessary or appropriate in the his judgment of the Company Shareholders’ Representative for the accomplishment of the foregoing. Such agency may be changed by the consent of a majority-in-interest of the holders of Common Stock , and Options from time to time upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Company Shareholders’ Representative shall be filled by a majority-in-interest of the holders of Common Stock and Options. The Company Shareholders’ Representative may resign upon thirty (30) calendar days’ prior written notice to Parent provided that no such resignation shall become effective until the hereby accepts his appointment of a successor Company Shareholders’ Representative. No bond shall be required of as the Company Shareholders’ ' Representative for purposes of Section 9 and the Escrow Agreement. Parent shall be entitled to deal exclusively with the Company Shareholders' Representative on all matters relating to Section 9 and the Escrow Agreement 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 shareholder by the Company Shareholders' Representative, and on any other action taken or purported to be taken on behalf of any Company shareholder by the Company Shareholders’ Representative shall not receive compensation for her services. Notices or communications to or from the ' Representative, as fully binding upon such Company Shareholders’ Representative shall constitute notice to or from each holder of Common Stock and each Option Holdershareholder. (b) The If the Company Shareholders’ ' Representative shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company shareholders, then Xx. Xxxxxxx Xxxxxxxx shall, within ten days after such death or disability, appoint a successor representative reasonably satisfactory to Parent. Any such successor shall become the "Company Shareholders' Representative" for purposes of Section 9, the Escrow Agreement and this Section 10.1. If for any reason there is no Company Shareholders' Representative at any time, all references herein to the Company Shareholders' Representative shall be deemed to refer to Xx. Xxxxxxx Xxxxxxxx. (c) A Company Shareholders' Representative shall not have any liability be liable for any Damages to any holder of Common Stock or any Option Holder for any action taken or suffered act done or omitted to be taken by her hereunder as Company Shareholders’ ' Representative while acting in good faith and in the exercise of reasonable judgment. Company shareholders on whose behalf Escrow Shares were contributed to the escrow shall severally indemnify each Company Shareholders' Representative and hold each Company Shareholders' Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of such Company Shareholders' Representative and arising out of or in connection with the acceptance or administration of such Company Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by such Company Shareholders' Representative, except as caused by the Company Shareholder Representative’s gross negligence or willful misconduct. set forth in Section 10.1(e) below. (d) The Company Shareholders’ ' Representative mayshall be entitled to rely upon any order, in judgment, certificate, demand, notice, instrument or other writing delivered to him hereunder without being required to investigate the validity, accuracy or content thereof nor shall the Company Shareholders' Representative be responsible for the validity or sufficiency of this Agreement. In all questions arising hereunderunder this Agreement, the Company Shareholders' Representative may rely on the advice of counsel counsel, and the Company Shareholders’ Representative shall not be liable to any holder of Common Stock or any Option Holder for anything done, omitted or suffered in good faith by the Company Shareholders’ ' Representative based on such advice. The Company Shareholders’ Representative undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, the Escrow Agreement and the Paying Agent Agreement, and no implied covenants or obligations shall be read into this Agreement against the Company Shareholders’ Representative' Representative shall not be liable to anyone. (ce) A decision, act, consent or instruction The reasonable expenses incurred by the Company Shareholders' Representative while acting on behalf of the Company Shareholders’ Representative shareholders under the authorization granted in this Section 10.1 shall be deemed to have been taken or given on behalf borne by the shareholders of all holders of Common Stock and Option Holders the Company pro rata and shall be finalpayable out of the Escrow Fund; provided, binding and conclusive upon however, that all holders of Common Stock and Option Holders, and Parent and Intermediate Corp may rely upon any such decision, act, consent or instruction of payments to the Company Shareholders’ ' Representative as being the decision, act, consent or instruction of, and binding on, each holder of Common Stock and each Option Holder. Parent, Intermediate Corp, the Company and their respective Representatives are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction out of the Company Shareholders’ RepresentativeEscrow Fund pursuant to this Section 10.1(e) shall not exceed $10,000.