Common use of Securityholder Agent of the Shareholders; Power of Attorney Clause in Contracts

Securityholder Agent of the Shareholders; Power of Attorney. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by Parent of additional shares of Parent Common Stock in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Company. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (b) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderCompany Shareholder, Xxxx X. Xxxxxx shall Dr. Xxx-Xxx Xxxnx Xxx xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado California Law), for and on behalf of shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyCompany Shareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Company Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx shall Brucx Xxxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Securityholder AgentSECURITYHOLDER AGENT") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Oregon Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall jointly and severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado California Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall jointly and severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Lawthe California Code), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. The Securityholder Agent may resign upon not less than thirty (30) days prior written notice to Parent and to all holders of an interest in the Escrow Fund. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the . The Securityholder Agent shall not receive compensation for his or her services; provided, that after all obligations to Parent related -------- to the Escrow Fund have been satisfied in accordance with the terms of this Agreement and immediately prior to any distribution of any portion of the Escrow Fund to the shareholders of the Company pursuant to Section 7.2(b), all expenses incurred by the Securityholder Agent in connection with his or services shall be reimbursed with shares of Parent Common Stock remaining in the Escrow Fund based on the fair market value of such shares of Parent Common Stock at the time of reimbursement. The Escrow Agent shall be entitled to request that such expenses be approved in writing by the holders of a majority in interest of the Escrow Fund prior to such reimbursement. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx shall be appointed The Shareholders hereby appoint L. Christopher Meyer as agent and xxxxx xxd attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law)Shareholder, for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by Parent of additional shares of Parent Common Stock in satisfaction of claims by Parent, to object to such deliveriesnotices, to agree to, negotiate, enter into settlements and compromises of, and demand initiate litigation or agree to arbitration and comply with orders of courts and awards of arbitrators with respect to such claimsclaims for Losses, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyMicrotest from IHS. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her their services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (b) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company Shareholders shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable attorneys' fees and expenses expenses. (c) A decision, act, consent or instruction of the Securityholder Agent shall constitute a decision of all the Shareholders and shall be final, binding and conclusive upon each of such Shareholders, and Microtest may rely upon any legal counsel retained such decision, act, consent or instruction of each of the Shareholders. Microtest is hereby relieved from any liability to any person for any acts done by it in 24 accordance with such decision, act, consent or instruction of the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderShareholders, Norm Xxxx X. Xxxxxx shall xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder Shareholder of the Company (except such shareholdersShareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado LawCalifornia law), for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds majority interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Company. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company.Shareholders. 49 55 (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx shall H. Donaxx Xxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Georgia Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in a manner he believes in good faith and to be in the exercise best interests of reasonable judgmentthe corporation. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxx Xxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for -------------------- each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law)Company, for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock Shares from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in a manner he believes in good faith and to be in the exercise best interests of reasonable judgmentthe corporation. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxx Xxxx X. Xxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Street (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado California Law), for and on behalf of shareholders of the CompanyStreet, to give and receive notices and communications, to authorize a claim against delivery to Select of shares of Select Common Stock and Select Series H Preferred Stock from the Escrow Fund, an offset from delivery by Parent of additional shares of Parent Common Stock Fund in satisfaction of claims made by ParentSelect, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the former shareholders of the Company Street from time to time upon not less than thirty (30) days prior written notice to ParentSelect; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyStreet. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The former shareholders of Street on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderShareholder, Xxxx X. Xxxxxx Xxxxxxx Xxxxxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder AgentSECURITYHOLDER AGENT") for each -------------------- shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Lawthe Minnesota Act), for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest majority of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Shareholders and Contributing Optionholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderCompany Shareholder, Xxxx X. Xxxxxx shall M. Scot Xxxxx xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado North Carolina Law), for and on behalf of shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyCompany Shareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Company Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx Chrixxxxxxx X. Xxxxxx shall xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado New York Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Indemnity Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty twenty (3020) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Indemnity Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyIndemnity Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable to any party for damages, losses or expenses for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Indemnity Escrow Fund shall severally jointly and severally, except for gross negligence or willful misconduct on the part of the Securityholder Agent, indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith willful misconduct on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.the

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderCompany Shareholder, Xxxx Russxxx X. Xxxxxx Xxxx, Xx., xx another person reasonable to the Parent and the Company, shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law)Oregon Law or any other applicable law) , for and on behalf of shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds majority interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyCompany Shareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment; and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The shareholders of Company Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx Wxxxxxx X. Xxxxxx shall be appointed as an agent and attorney-attorney- in-fact (the "“Securityholder Agent"”) for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' ’ rights under Colorado LawCalifornia Law and a list of whom shall be provided to the Escrow Agent with evidence of the exercise of such dissenters’ rights), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the person acting as Securityholder Agent may not be removed unless holders of a two-thirds majority in interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any A vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his services. The reasonable legal fees and expenses and other professional fees incurred by the Securityholder Agent in connection with the performance of such persons’ duties hereunder shall be reimbursed from the Escrow Fund upon written request pursuant to Section 8.2(d) hereof; provided, however, that such expenses shall be paid from the Escrow Fund after all allowed claims shall have been paid or her servicessufficient amounts thereof have been set aside. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders holders of Company Common Stock on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall jointly and severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the such Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's ’ duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderCompany Shareholder, Xxxx X. Xxxxxx Stexxx Xxxxxxxxx, xr another person reasonable to the Parent and the Company, shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado LawMinnesota Law or any other applicable law), for and on behalf of shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds majority interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyCompany Shareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment; and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The shareholders of Company Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholdershareholder or holder of Assumed Warrants, Xxxx X. Xxxxxx Xxxxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder and holder of Assumed Warrants of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Lawthe California Code), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against payment and delivery to Parent of cash from the Escrow Fund, an offset from delivery by Parent of additional shares of Parent Common Stock Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. The Securityholder Agent may resign upon not less than thirty (30) days prior written notice to Parent and to all holders of an interest in the Escrow Fund. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders or holder of Assumed Warrants of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders and holders of Assumed Warrants of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Malcxxx Xxxxxx shall xxxll be appointed as agent and attorney-in-fact (the "Securityholder AgentSECURITYHOLDER AGENT") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Delaware Law), for and on behalf of shareholders of the Company, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock and Parent Preferred Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the Company. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall jointly and severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderCompany Shareholder, Xxxx Xxxxxxxx X. Xxxxxx Xxxxx shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Shareholder (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado California Law), for and on behalf of shareholders of the CompanyCompany Shareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyCompany Shareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Company Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (a) 7.2.7.1 In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx EF Private Equity Partners (Americas) LP shall be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company Total eMed (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law)the DGCL, for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize a claim against delivery to MDLI of shares of MDLI Common Stock from the Escrow Fund, an offset from delivery by Parent of additional shares of Parent Common Stock Fund in satisfaction of claims by ParentMDLI, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) 30 days prior written notice to ParentMDLI; provided that the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyTotal eMed. (b) 7.2.7.2 The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall jointly and severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholderShareholders, Xxxx Davix X. Xxxxxx shall xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder Shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law)Company, for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by to Parent of additional shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Securityholder Agent may not be removed unless holders of a two-thirds majority interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the Company. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services, but shall be entitled to reimbursement of reasonable and documented out-of-pocket expenses (including reasonable legal fees) incurred in carrying out the Securityholder Agent's duties as such out of the Escrow Fund to the extent available. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders Shareholders. The Securityholder Agent may execute this Agreement following the date hereof and prior to the Effective Time, and such latter execution shall not affect the binding nature of this Agreement as of the Companydate hereof among the signatories hereto. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgment. The shareholders of Shareholders on whose behalf the Company Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (ai) In Geraxx Xxxxxx xxxll serve as the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx shall be appointed as initial agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law), for and on behalf of shareholders of the Company, Shareholders to give and receive notices and communications, to authorize a claim against delivery to Acquiror of shares of Acquiror Common Stock from the Escrow Fund, an offset from delivery by Parent of additional shares of Parent Common Stock Fund in satisfaction of claims by ParentAcquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company from time to time by Shareholders holding beneficial interests in the majority of the shares comprising the Escrow Fund upon not less than thirty (30) days prior written notice to Parent; provided that Acquiror and the Securityholder Agent may not be removed unless holders of a two-thirds interest of the Company agree to such removal and to the identity of the substituted agentEscrow Agent. Any vacancy in the position of Securityholder Agent may be filled by approval of Shareholders holding beneficial interests in the holders of a majority in interest of the Companyshares comprising the Escrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (bii) The Securityholder Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent while acting in good faith and in the exercise of reasonable judgmentfaith. The shareholders of Shareholders on whose behalf the Company Escrow Amount was deposited to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless against any loss, liability Liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.

Securityholder Agent of the Shareholders; Power of Attorney. (a) In the event that the Merger is approved, effective upon such vote, and without further act of any shareholder, Xxxx X. Xxxxxx shall Jonaxxxx Xxxxxxx xxxll be appointed as agent and attorney-in-fact (the "Securityholder Agent") for each -------------------- shareholder of the Company (except such shareholders, if any, as shall have perfected their appraisal or dissenters' rights under Colorado Law), Shareholder for and on behalf of shareholders of the CompanyShareholders, to give and receive notices and communications, to authorize a claim against the Escrow Fund, an offset from delivery by Parent to Prograph of additional shares of Parent Common Stock Escrowed Proceeds in satisfaction of claims by ParentPrograph, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Securityholder Agent for the accomplishment of the foregoing. Such agency may be changed by the shareholders of the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to ParentPrograph; provided that the Securityholder Agent may not be removed unless holders of a two-thirds of the Shareholders' interest of the Company Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Securityholder Agent may be filled by approval of the holders of a majority in interest of the CompanyEscrow Fund. No bond shall be required of the Securityholder Agent, and the Securityholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Securityholder Agent shall constitute notice to or from each of the shareholders of the CompanyShareholders. (b) The Neither the Securityholder Agent nor the Escrow Agent shall not be liable for any act done or omitted hereunder as Securityholder Agent in such capacity while acting in good faith and in the exercise of reasonable judgment. The shareholders of Shareholders on whose behalf the Company Escrowed Proceeds were contributed to the Escrow Fund shall severally indemnify the Securityholder Agent and hold the Securityholder Agent harmless harmless, and each Shareholder and Prograph shall severally indemnify the Escrow Agent and hold it harmless, against any loss, liability or expense incurred without negligence or bad faith on the part of the Securityholder Agent and arising out of or in connection with the acceptance or administration of the Securityholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Securityholder Agent.