Common use of Seller Representative Clause in Contracts

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor Group, by delivery of a Letter of Transmittal, on behalf of itself and each its successors and assigns, hereby irrevocably constitutes and appoints Xxxx Xxxxxxxx, in the capacity as the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving managing, controlling, defending and disbursing payments to be made hereundersettling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section (a); (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Seller Ancillary Agreementsin the reasonable judgment of the Seller Representative, including will be taken in the initiation same manner with respect to the Seller unless otherwise agreed by each Seller Stockholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Seller under this Agreement and to distribute the Seller Ancillary Agreementssame to the Seller; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Seller Ancillary Agreementsand its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding the foregoing, The provisions of this Section 9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.77

Seller Representative. The Sellers hereby appoint Al A. Xxxxxxxxx xx their representative (athe "Seller Representative"), who shall have full power and authority to make all decisions relating to the Statement provided in Section 2.3 and the defense and/or settlement of any claims for which the Sellers may be required to so indemnify the Buyer (and vice versa) Each and to take such other actions (and any other actions reasonably related or ancillary thereto) provided herein to be taken by the Seller Guarantor and each Seller irrevocably appoints Representative. If the Seller Representative shall die, become totally incapacitated or resign from such position, the remaining Sellers shall select another member from among the selling group (or their heirs, executors, administrators or personal representatives) to act as fill such vacancy. All decisions and actions by the Seller Guarantor’s Representative, including, without limitation, any agreement between the Seller Representative and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power the Buyer relating to the determination of substitution to do on behalf Adjusted Profit or Loss, the defense or settlement of such Seller Guarantor and such Seller any and all things, including executing any and all documents, claims for which the Sellers may be necessaryrequired to so indemnify Buyer, convenient any decision, action or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments agreement to be made hereunder; (ii) receiving notices and communications pursuant or taken under the Escrow Agreement, any amendment to this Agreement and or the Escrow Agreement or any other action provided herein to be taken by the Seller Ancillary Agreements; (iii) administering this Agreement Representative, shall be binding upon all of the Sellers, and no Seller shall have the Seller Ancillary Agreementsright to object, including dissent, protest or otherwise contest the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments same. By their execution of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be finaldeemed to have agreed that (i) the provisions of this Section 8.6 are independent and severable, binding are irrevocable and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will shall be irrevocable by enforceable notwithstanding any rights or remedies that any Seller Guarantor or any Seller may have in any manner or connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any reason breach of the provisions of this Section 8.6 would be inadequate, (iii) the Buyer shall be entitled to temporary and survive permanent injunctive relief without the deathnecessity of proving damages if it brings an action to enforce the provisions of this Section 8.6, incompetence, bankruptcy or liquidation (iv) the provisions of any Seller and this Section 8.6 shall be binding on upon the heirs, executors, administrators, personal representatives and successors of each Seller and (v) any successor theretoreferences in this Agreement to a Seller or Sellers shall mean and include the successors to the Sellers' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. All fees and expenses incurred by the Seller Representative shall survive be paid by the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers.

Seller Representative. (a) Each Seller Guarantor and each hereby appoints GarMark Advisors II L.L.C. as the “Seller irrevocably appoints Seller Representative Representative” to act as such Seller Guarantor’s and such Seller’s exclusive the agent and true and lawful attorney-in-fact of the Sellers with the full power of substitution (i) to do resolve all questions, disputes, conflicts and controversies concerning Losses as provided in this ARTICLE 11, (ii) to execute and enter into, on behalf of such Seller Guarantor the Sellers, the Escrow Agreement, and such Seller any to take all actions thereunder for and all thingson their behalf, including executing any but not limited the authorization of payments of amounts held under the Escrow Agreement in connection with Losses as provided herein and therein, (iii) to negotiate and/or settle all documentsclaims under this Agreement or the Escrow Agreement, which may be necessary, convenient or appropriate (iv) to facilitate receive from the consummation Buyer monies payable to the Sellers in accordance with the provisions of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Escrow Agreement, (v) to otherwise take such actions (or refrain from taking actions) and execute such documents on the Sellers’ behalf in connection with this Agreement, and the Escrow Agreement, as the Seller Ancillary Agreements; Representative, in its sole discretion, deems proper and (iiivi) administering to perform all of the functions of the Seller Representative under this Agreement and the Escrow Agreement. The foregoing notwithstanding, the Seller Ancillary Agreements, including Representative shall not have the initiation and resolution of any disputes or claims; (iv) making determinations power to negotiate and/or settle any dispute with respect claims under this Agreement in which a single Seller is liable due to the purchase price adjustments contemplated a breach by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against such Seller unless the Seller Guarantors Representative has received the prior written consent of such Seller to negotiate and/or settle such claim. The Buyer and the Sellers pursuant Escrow Agent are entitled to Article 12; rely on the acts and agreements of the Seller Representative as the acts and agreements of the Sellers. The Seller Representative shall be entitled to retain counsel and to incur such reasonable expenses (viincluding court costs and reasonable attorney’s fees and expenses) agreeing as the Seller Representative deems to amendments be reasonably necessary or appropriate in connection with its performance of this Agreement, waivers of conditions and its obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Escrow Agreement, and resolving, settling or compromising any all such claim; (viii) taking any other actions of the Seller Guarantor fees and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable expenses incurred by the Seller Representative shall be borne pro rata by the Sellers based upon their respective initial economic interests in connection the Escrow Amount. Subject to and in accordance with this Agreement, the provisions of the Escrow Agreement, the Seller Representative Engagement Agreement fees and the Seller Ancillary Agreements. Notwithstanding the foregoing, expenses incurred by the Seller Representative pursuant to this Section 11.04 shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and be paid by the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted directly to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall not be binding on any successor thereto, and shall survive paid from the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountFund.

Seller Representative. (a) Each Seller Guarantor Group, by delivery of a Letter of Transmittal, on behalf of itself and each its successors and assigns, hereby irrevocably constitutes and appoints Xxxx Xxxxxxxx, in the capacity as the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving managing, controlling, defending and disbursing payments to be made hereundersettling on behalf of an Indemnifying Party any indemnification claims against any of them under Article VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section (a); (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Seller Ancillary Agreementsin the reasonable judgment of the Seller Representative, including will be taken in the initiation same manner with respect to the Seller unless otherwise agreed by each Seller Stockholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Seller under this Agreement and to distribute the Seller Ancillary Agreementssame to the Seller; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Seller Ancillary Agreementsand its respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding the foregoing, The provisions of this Section 9.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxx Xxx as the Seller Representative Representative, and in such capacity, to act as such Seller Guarantor’s and such Seller’s exclusive agent and be the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the Transaction Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Transaction Documents, including: (i) receiving and disbursing payments agree upon or compromise any matter related to be made hereunderthe calculation of any adjustments to the Purchase Price under this Agreement; (ii) receiving notices and communications pursuant to this Agreement and direct the Seller Ancillary Agreementsdistribution of the Purchase Price; (iii) administering act for Sellers with respect to all indemnification matters referred to in this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation and resolution right to compromise on behalf of Sellers any disputes indemnification claim made by or claimsagainst Sellers, if any; (iv) making determinations to settle any dispute act for Sellers with respect to the purchase price adjustments contemplated by Section 2.3(b)all post-Closing matters; (v) resolvingterminate, settling amend or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12waive any provision of this Agreement; (vi) agreeing to amendments employ and obtain the advice of this Agreementlegal counsel, waivers of conditions accountants and obligations under this Agreement and other professional advisors as the Seller Ancillary AgreementsRepresentative, in the Seller Representative’s sole discretion, deems necessary or advisable in the performance of his duties as the Seller Representative and to rely on their advice and counsel; (vii) asserting claims for incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or defending claims of in any way relating to such transaction or any indemnification under Article 8 and resolvingclaim, settling whether incurred prior or compromising any such claimsubsequent to Closing; (viii) taking receive all or any other actions portion of the Seller Guarantor Purchase Price and to distribute the Sellers under this Agreement and the Seller Ancillary Agreementssame; and (ix) performing all acts, as contemplated by or deemed advisable by distribute the Seller Representative in connection Reserve; (x) sign any releases or other documents with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability respect to any Seller Guarantor dispute or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or the Transaction Documents; and (xi) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled deems necessary or appropriate, in his sole discretion after consultation with an interest Xxxxxxx Xxxx, relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor or any could do if personally present and acting. The Seller in any manner or for any reason Representative hereby accepts his appointment and survive authorization as the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Seller Guarantor hereby constitutes and each Seller irrevocably appoints Seller Representative OneBeacon LLC to act as its representative for all purposes under this Agreement and the Ancillary Agreements (OneBeacon LLC, in such capacity, the “Seller Guarantor’s Representative”), and the Seller Representative hereby accepts such Seller’s exclusive agent appointment. Each Seller hereby irrevocably constitutes and appoints, with full power of substitution, the Seller Representative as its true and lawful attorney-in-fact fact, with full power and authority in such Seller’s name, to take all actions required or permitted to be taken hereunder or under the Ancillary Agreements, and to otherwise act on behalf of, and to bind, each Seller for all purposes under this Agreement or under the Ancillary Agreements, including with respect to the receipt of proceeds or any other receivables hereunder, administering any indemnification matter on behalf of Sellers, including agreeing to the settlement of any indemnification matter and otherwise handling and negotiating indemnification matters. Each Seller acknowledges that this Section 11.8 is intended to promote the efficient negotiation and handling of matters arising under or in connection with this Agreement and the Ancillary Agreements. Buyer will be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Seller Representative on behalf of Sellers and will not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Seller Representative. Without limiting the generality of the foregoing, each Seller hereby irrevocably constitutes and appoints, with full power of substitution substitution, the Seller Representative as its true and lawful attorney-in-fact, with full power and authority in such Seller’s name, place and stead, to do on behalf of such execute, certify, acknowledge, deliver, file and record all agreements, certificates, instruments and other documents and any amendment thereto, and take any other action which the Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient Representative deems necessary or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and in connection with Sellers’ or the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and Representative’s obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations The appointment of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of by each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement Person’s attorney-in-fact will be considered deemed to be a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are power coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation dissolution of any Seller giving such power. The arrangements between Sellers and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller Representative set forth in this Section 11.8 are made in consideration of the whole or any fraction Seller Representative’s acceptance of his, her or its interest in appointment as the Adjustment Escrow AmountSeller Representative.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Yxxxxxxxx Xxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.15; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.14 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.. (b) If at any time there is more than one Person appointed to serve as the Seller Representative, any act of the Seller Representative will require the act of a majority of the Seller Representatives which will be binding upon the Seller Guarantors, the Sellers and the Seller Representatives, and upon such act by a majority of the Seller Representatives, Acquiror will, in reliance thereon, be entitled to all benefits and protections of this Section 13.18(b) as though such act were the unanimous act of all Seller Representatives. Any Seller Representative may resign as a Seller Representative at any time by written notice delivered to the Seller Guarantors, the Sellers and to Acquiror. If at any time there is no Person acting as the Seller Representative for any reason, the Seller Guarantors and the Sellers will promptly designate a new Person by a majority decision made by the Seller(s) holding a majority of the shares of the Company Stock held by the Sellers immediately prior to the Agreement Date to act as the Seller Representative and notify Acquiror in writing of such determination. Following the time that Acquiror is notified that the Seller Representative has resigned and until such time as a new Person is

Seller Representative. (a) Each Seller Guarantor Resilience is hereby constituted and each Seller irrevocably appoints Seller Representative to act appointed by the Sellers as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do for and on behalf of such the other Sellers and is the Seller Guarantor Representative for all purposes under this Agreement. Without limiting the generality of the foregoing, the Seller Representative has full power and such authority, on behalf of each Seller any and all thingshis, her or its successors and assigns, to (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Sellers in connection herewith, including executing any the Escrow Agreement, and to agree to such amendment, modifications or changes thereto as the Seller Representative in its sole discretion determines to be desirable, (ii) execute and deliver and receive deliveries of all documentsagreements, which may certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be necessary, convenient or appropriate to facilitate given in connection with the consummation of the Stock Purchasetransactions contemplated by this Agreement, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and including the Seller Ancillary Agreements; Escrow Agreement, (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution receive service of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative process in connection with any claims under this Agreement, the Escrow Agreement, (iv) agree to, negotiate and enter into settlements and compromises of, and assume the defense of, claims, and demand arbitration and comply with Orders of courts and awards of arbitrators with respect to such claims, and take all actions necessary or appropriate in the judgment of the Seller Representative Engagement Agreement and for the Seller Ancillary Agreements. Notwithstanding accomplishment of the foregoing, (v) give and receive notices and communications, (vi) take all actions necessary or appropriate in the judgment of the Seller Representative shall have no obligation to act on behalf of the SellersSellers in connection with this Agreement, except as expressly provided herein(vii) make any determinations and settle any matters in connection with the adjustments to the Purchase Price in Section 2.3, (viii) authorize (in accordance with this Agreement and the Escrow Agreement, in the Seller Ancillary Agreements ) delivery to Buyer and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations to any Buyer Indemnitee of the Seller Representative Escrow Funds or any portion thereof in any ancillary agreementsatisfaction of claims, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors (ix) distribute (in accordance with this Agreement and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement) the Escrow Funds and any earning proceeds thereon and (x) deduct, hold back or redirect any funds, including the Seller Representative Engagement Escrow Agreement and the transactions contemplated hereby and therebyHoldback Amount, and shall which may be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability payable to any Seller Guarantor pursuant to the terms of this Agreement or any agreements or documents executed and delivered in connection herewith in order to pay, or establish a reserve for, (A) any amount that may be payable by such Seller as a result of such reliance. Any payment hereunder or (B) any costs, fees, expenses and other liabilities incurred by Acquiror to the Seller Representative (in such capacityits capacity as such) under in connection with this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and its rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountobligations hereunder.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably hereby appoints Seller Representative to act as such Seller Guarantor’s under and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to the terms of this Agreement Agreement. Seller Representative shall not be compensated for his services as Seller Representative, provided, however, that Seller Representative shall be entitled to reimbursement for all fees, costs and expenses incurred by Seller Representative in discharging his duties in accordance with Section 12.1(b). Seller Representative is hereby vested with the Seller Ancillary Agreements; (iii) administering full power, authority, duty and responsibility to represent the interests of Sellers as set forth in this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation full power and resolution of any disputes or claims; (iv) making determinations authority to settle any dispute claim by a Purchaser Indemnitee against Sellers. All actions taken by Seller Representative shall be binding upon Sellers, their successors, heirs, Representatives and assigns as if expressly confirmed and ratified in writing by each of them. Seller Representative shall not be personally liable for any actions or decisions taken or made in good faith in managing or discharging his duties and responsibilities in accordance with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments terms of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement. In discharging his duties and responsibilities, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation all rights and powers necessary and incident to act on behalf of the Sellersproper discharge thereof, except as expressly provided herein, including the right and power to engage and pay for professional or other services. Each Seller hereby waives any claim against Purchaser or any Purchaser Indemnitee for any action thereby in reliance upon the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction authority of Seller Representative (and such Seller shall constitute a decision hereby indemnify and hold harmless Purchaser and any Purchaser Indemnitee for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any Damages resulting from any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of claim brought by such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSeller).

Seller Representative. (a) Each Seller Guarantor irrevocably constitutes and each Seller irrevocably appoints the Seller Representative to act (and Seller Representative hereby accepts such appointment) as such Seller Guarantor’s and such Seller’s the exclusive agent and true and lawful attorney-in-in- fact with full power of substitution to do for and on behalf of such Seller Guarantor with full power of substitution, to act in the name, place, and stead of such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant with respect to this Agreement and the Escrow Agreement, and the taking by the Seller Ancillary AgreementsRepresentative of any and all actions and the making of any decisions required or permitted to be taken by the Seller Representative under this Agreement or the Escrow Agreement, including but not limited to the exercise of the power and authority to: (i) give and receive notices and communications under Section 2.5 and this Section 8.5 and the Escrow Agreement; (ii) object to claims for indemnification made by the Buyer Indemnified Parties under ARTICLE 7; (iii) administering this Agreement agree to, negotiate, enter into settlements and compromises of, and comply with court orders with respect to claims for indemnification made by the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsBuyer Indemnified Parties under ARTICLE 7; (iv) making determinations to settle agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any dispute with respect to the purchase price adjustments contemplated by other matters described in Section 2.3(b)2.5; (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and make payments to the Sellers pursuant to Article 12; (vi) agreeing to amendments in accordance with the terms of this Agreement, waivers of conditions and obligations under this Agreement and (vi) take all actions necessary or appropriate in the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions good faith judgment of the Seller Guarantor and Representative for the Sellers under this Agreement and accomplishment of the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreementsforegoing. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any other ancillary agreement, schedule, exhibit exhibit, or the Company Disclosure LetterSchedules. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors The power-of-attorney granted in this Section 8.5 and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities immunities, and rights to indemnification granted to the Seller Representative Group (as defined below) hereunder are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor theretoirrevocable, may be delegated by the Seller Representative and shall survive the delivery death or incapacity or dissolution of an assignment by any Seller Seller. The identity of the whole or any fraction Seller Representative and the terms of histhe agency may be changed, her or its interest and a successor Seller Representative may be appointed, from time to time (including in the Adjustment Escrow Amount.event of the dissolution, death, disability or other incapacity of the Seller Representative) by Sellers whose aggregate percentage interests of the Membership Interests exceed 50%, and any such successor shall succeed the Seller Representative as Seller Representative hereunder. The immunities and rights to indemnification shall survive the resignation or removal of the Seller Representative and the Closing and/or any termination of this Agreement. No bond shall be required of the Seller Representative. (b) Neither the Seller Representative nor its equity holders, managers, directors, officers, agents, or employees (collectively, the “Seller Representative Group”) shall be liable to the Sellers for any act done or omitted hereunder without gross negligence or willful misconduct 66

Seller Representative. The Sellers hereby appoint Xxxx X. Xxxxxx (athe “Seller Representative”) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the SellersSellers with respect to all matters relating to this Agreement, except as expressly provided hereinincluding in negotiating, compromising or agreeing to [**] Closing Working Capital and Cash Collections amounts, in considering and certifying the Escrow amount of any indemnification hereunder, in communicating with Buyer or CBIZ, in considering and acting with respect to any amendment of this Agreement, and generally in the Seller Ancillary Agreements and in performing all acts expressly required or permitted to be performed by the Seller Representative Engagement Agreementpursuant hereto. If at any time Xx. Xxxxxx becomes unable to serve as the Seller Representative, his successor shall be determined by the affirmative vote of a majority of the Owners who remain in the employ of Buyer at such time; provided, however, such successor must be an Owner who remains in the employ of Buyer at such time. Buyer and for purposes of clarity, there are no obligations of CBIZ shall have the right to deal exclusively with the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for with respect to all of the Seller Guarantors and the Sellers matters under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives neither Buyer nor CBIZ shall have any liability to any Seller Guarantor for any acts or omissions of the Seller Representative, or any Seller as a result acts or omissions taken or not taken by Buyer and/or CBIZ at the direction of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the SellersRepresentative. The powers, immunities and rights to indemnification granted Upon any distribution of any funds to the Seller Representative Group are coupled (or to one or more Sellers or other Persons upon written instruction of the Seller Representative) in accordance with an interest this Agreement, CBIZ and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and Buyer shall be binding on deemed to have fully satisfied any successor theretoand all obligations to the Sellers under this Agreement with respect to the amount of such distribution. The Seller Representative will have no liability to the Sellers with respect to actions taken or omitted to be taken in his capacity as the Seller Representative, except with respect to any liability resulting primarily from the Seller Representative’s gross negligence or willful misconduct. [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and shall survive filed separately with the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.Securities and Exchange Commission. Confidential Treatment

Seller Representative. (a) Each Seller Guarantor By the approval of this Agreement pursuant to the DGCL, the Stockholder Consent and each Seller the Letters of Transmittal, the Holders irrevocably appoints Seller Representative to act appoint and constitute Fortis Advisors LLC as such Seller Guarantor’s exclusive agent, proxy and such Seller’s exclusive agent and true and lawful attorney-in-fact fact, with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all thingssubstitution, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the SellersHolders for certain limited purposes, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements Representative, including the full power and authority to act on the Holders’ behalf as provided in the Seller Representative Engagement AgreementSection 2.15(b). The Holders, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under by approving this Agreement, further agree that the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights right to indemnification granted to the Seller Representative Group hereunder: (i) are coupled with an interest interest, are therefore irrevocable without the consent of the Seller Representative, except as provided in Section 2.15(c), and will shall be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason binding upon the successors, heirs, executors, administers and survive legal representatives of each Holder and shall not be affected by, and shall survive, the death, incompetenceincapacity, bankruptcy bankruptcy, dissolution or liquidation of any Seller and shall be binding on any successor theretoHolder, and (ii) shall survive the delivery of an assignment by any Seller Holder of the whole or any fraction of his, her or its interest in the Adjustment Indemnity Escrow AmountFund. All decisions, actions, consents and instructions by the Seller Representative shall be binding upon each Holder and such Holder’s successors as if expressly confirmed and ratified in writing by such Holder, and no Holder shall have the right to object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction. The Buyer and Merger Sub shall be entitled to rely on any decision, action, consent or instruction of the Seller Representative as being the decision, action, consent or instruction of the Holders, and the Buyer and Merger Sub are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. The Seller Representative shall be entitled to: (A) rely upon the Pro Rata Portions provided to Seller Representative, (B) rely upon any signature believed by it to be genuine, and (C) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Holder or other party.

Seller Representative. (a) Each Seller Guarantor and each Seller does hereby irrevocably appoints appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and its, his or her true and lawful attorney-in-attorney in fact and agent, with full power of substitution substitution, to do act on behalf of such Seller Guarantor and such Seller Seller, to take any and all thingsactions, including executing to refrain from taking any actions, to execute and deliver all such documents, and to make any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all actsdeterminations, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act deem necessary or appropriate in its sole discretion, in any case in respect of this Agreement or the Adjustment Escrow Agreement or the transactions contemplated by this Agreement or the Adjustment Escrow Agreement, including (for clarity) to, on behalf of the Sellers, except as expressly provided herein(a) negotiate, in execute, and deliver all amendments, modifications, and waivers to this Agreement or the Adjustment Escrow Agreement, (b) give and receive notices under this Agreement and the Adjustment Escrow Agreement, and (c) initiate, prosecute, defend, and/or settle any claims and disputes under or related to this Agreement or the Adjustment Escrow Agreement, in the each case except only for or in respect of any claims or disputes against such Seller Ancillary Agreements and in the for a breach by such Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations any covenant under Section 6). The appointment of the Seller Representative in shall be deemed coupled with an interest and shall be irrevocable and shall survive the Closing, and Parent and Buyer may conclusively and absolutely rely, without inquiry and without liability, upon any ancillary agreementaction, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and as the transactions contemplated hereby and therebyaction, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each Seller in all matters referred to herein. Each Seller does hereby confirm all that the Seller Representative does or cause to be done by virtue of his appointment as the representative of the Sellers hereunder. The Seller Guarantors Representative shall not be liable to the Sellers for any action taken by him pursuant to this Agreement, and the Sellers (without investigation) shall indemnify and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to hold harmless the Seller Representative Group are coupled with an interest from any Losses arising out of his serving as agent hereunder, including legal fees and will be irrevocable by any other expenses that the Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest Representative incurs in the Adjustment Escrow Amountcourse of his services, except only to the extent the Seller Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction.

Seller Representative. (a) Each Individual Seller Guarantor and each Seller hereby irrevocably appoints Seller Representative to act Sorin Properties (the “Sellers Representative”) as such Seller Guarantor’s its sole and such Seller’s exclusive agent agent, representative and true and lawful attorney-in-fact (apoderado) for each such Seller, for and on behalf of each such Seller, with full power of substitution and authority to do on behalf of such represent each Seller Guarantor and such Seller any Seller’s successors and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute assigns with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations all matters arising under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other all actions of the Seller Guarantor and taken by the Sellers Representative under this Agreement will be binding upon each such Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding generality of the foregoing, the Seller Sellers Representative shall have no obligation to act has full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to (a) interpret the Sellersterms and provisions of this Agreement (including Schedule 2.2 hereof), except as expressly provided herein(b) deliver an Earn-Out Acceleration Notice, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for (c) settle all of the Seller Guarantors and the Sellers matters arising under this Agreement, the Seller Ancillary Agreementsincluding any and all matters arising under Schedule 2.2, the Escrow (d) negotiate and compromise any dispute that may arise under this Agreement, (e) sign any releases or other documents with respect to any such dispute, (f) receiving services of process upon the Seller Representative Engagement Sellers, (g) executing and delivering to the Buyer or any other Person on behalf of any of or all of the Sellers any and all instruments, certificates, documents and agreements called for by this Agreement and the transactions contemplated hereby and thereby; (h) receiving or providing notices on behalf of the Sellers with respect to any matter or legal proceeding arising out of or relating to this Agreement, (i) taking all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers in connection with this Agreement and (j) in connection with any of the foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Sellers Representative’s duties and obligations hereunder. The Sellers Representative shall be finalentitled to exercise these faculties event if by doing so it incurs in self-contracting, multi-representation or conflict of interest. A Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for which the Sellers Representative signs on behalf of such Seller. All decisions, actions and instructions by the Sellers Representative will be conclusive and binding on each Seller and conclusive upon no Seller has the right to object, dissent, protest or otherwise contest the same. In particular, the Parties acknowledge that it is an essential element of this Agreement that the Seller Guarantors and Sellers and their successors as Representative shall be entitled to take all decisions related to the Earn-Out Payments and, if expressly ratified and confirmed in writingapplicable, and Acquirorthe Accelerated Earn-Out Payment, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each on behalf of the Seller Guarantors Sellers, and the Sellers (without investigation) undertake to comply with all the decisions taken by the Seller Representative in connection with the foregoing. The Sellers shall hold harmless the Buyer from and none of Acquiror against any Losses that it may suffer or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller sustain as a the result of such reliance. Any payment any claim by Acquiror to any Person that an action taken by the Seller Representative (in such capacity) under this Agreement on behalf of the Sellers is not binding on, or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and enforceable against, the Sellers. The powers, immunities Buyer has the right to rely conclusively on the instructions and rights to indemnification granted decisions of the Sellers Representative as to the final determination of each Earn-Out Payment and, if applicable, the Accelerated Earn-Out Payment, and no Party hereunder will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Seller Representative. The appointment of the Sellers Representative Group are is an agency coupled with an interest and will be is irrevocable and any action taken by the Sellers Representative pursuant to the authority granted in this Section 12.1 is effective and absolutely binding on each Seller notwithstanding any Seller Guarantor contrary action of or any Seller in any manner direction from such Seller. The death or for any reason and survive the deathincapacity, incompetenceor dissolution or other termination of existence, bankruptcy or liquidation of any Seller does not terminate the authority and agency of the Sellers Representative (or successor thereto). The provisions of this Section 12.1 are binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement to a Seller or the Sellers means and includes the successors to the Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. The Sellers Representative shall not be liable to any Seller for any act of the Sellers Representative taken in good faith and in the exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent any Losses actually incurred by such Seller as a proximate result of the gross negligence or bad faith of the Sellers Representative. The Sellers Representative shall not be liable for, and may seek indemnification from the Sellers for, any Losses incurred by the Sellers Representative while acting in good faith and in exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent that such Losses is the proximate result of gross negligence or bad faith of the Sellers Representative. The Sellers Representative shall be binding entitled to recover from the Sellers any out-of-pocket costs and expenses reasonably incurred by the Sellers Representative in connection with the actions taken by the Sellers Representative with respect to this Agreement (including the hiring of legal counsel and the incurring of legal fees and costs). If Sorin Properties declines to serve, resigns or becomes legally incapacitated, then a successor Sellers’ Representative may be appointed by a majority in interest of the Sellers which shall be determined based on any successor thereto, and the number of Shares held by the Sellers immediately prior to the Closing. The provisions of this Section 12.1 shall survive the delivery of an assignment by any Seller resignation and replacement of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers’ Representative.

Seller Representative. (a) Each Seller Guarantor hereby constitutes and each appoints Tiptree, in its capacity as the Seller irrevocably appoints Seller Representative Representative, to act as its representative for all purposes under the Transaction Agreements, and the Seller Representative hereby accepts such appointment. Each Seller Guarantor’s hereby irrevocably constitutes and such Seller’s exclusive agent and true and lawful attorney-in-fact appoints, with full power of substitution substitution, the Seller Representative as its true and lawful attorney‑in‑fact, with full power and authority in such Seller’s name, to do take all actions required or permitted to be taken hereunder, and otherwise to act on behalf of, and to bind, each Seller for all purposes under the Transaction Agreements, including (i) approving or contesting any amounts in the Closing Statement and entering into any settlement or agreement to resolve any Disputed Item, (ii) administering any indemnification matter on behalf of such Seller Guarantor and such Seller any and all thingsSellers, including agreeing to the settlement of any indemnification matter and otherwise handling and negotiating indemnification matters, (iii) executing any and all documents, which may be necessary, convenient or appropriate to facilitate delivering such waivers and consents in connection with this Agreement and each other Transaction Agreement and the consummation of the Stock Purchasetransactions contemplated hereby and thereby as the Seller Representative, including: in its sole discretion, may deem necessary or desirable, (iv) refraining from enforcing any right of any Seller and/or the Seller Representative arising out of or under or in any manner relating to this Agreement or any other Transaction Agreement; provided that no such failure to act on the part of the Seller Representative, except as otherwise expressly provided in the applicable Transaction Agreement, shall be deemed a waiver of any such right or interest by the Seller Representative or by such Seller unless such waiver is in writing signed by the waiving party or by the Seller Representative and (v) making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, the Transaction Agreements and all other agreements, documents or instruments referred to herein or therein or executed in connection herewith and therewith. Without limiting the foregoing, (i) receiving each Seller hereby expressly consents to the amendment of the Shareholders Agreement by and disbursing payments among PFG and its shareholders party thereto, dated as of December 16, 2010 (the “Shareholders Agreement”), to be made the extent reasonably required to facilitate the transactions contemplated hereby (provided that the foregoing consent to amend such Shareholders Agreement shall not apply to any amendment that would have a disproportionate material adverse effect upon any individual Seller as compared to the effect thereof on the other Sellers hereunder; ), and (ii) receiving notices each Seller hereby agrees to cause the Articles of Incorporation of the Company, dated August 5, 1999 and communications pursuant as amended on July 12, 2012, to this Agreement be amended prior to the Closing to delete the last sentence of the definition of “Sale Transaction” provided for in Article VI, Section F therein. Each Seller agrees to deliver, as and when requested by the Seller Ancillary Agreements; (iii) administering this Agreement and Representative, certificates evidencing such Seller’s Purchased Shares duly endorsed or accompanied by written instruments of transfer in form satisfactory to the Seller Ancillary AgreementsRepresentative, including the initiation duly executed by such Seller, free and resolution clear of any disputes liens or claims; other adverse claims or restrictions (iv) making determinations other than the RGA Liens), and to settle any dispute appoint the Seller Representative as the custodian of such Purchased Shares for purposes of the Closing, with respect full power to deliver such Purchased Shares to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingBuyer at Closing, settling whether or compromising claims for indemnification asserted against the not such Purchased Shares are certificated or held of record in book entry form. Each Seller Guarantors agrees to cooperate fully in, take all necessary and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other desirable actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable approved by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreementwith, and for purposes of claritynot to take any action prejudicial or inconsistent with, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amounthereby.

Seller Representative. (a) Each Seller Guarantor The Sellers hereby appoint Cxxxxxxxxxx X. Xxxx as their sole and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s exclusive agent, representative and such Seller’s exclusive agent and true and lawful attorney-in-fact and authorize him to act for and on behalf of each and all of the Sellers (with full power of substitution substitution) with respect to do all matters arising in connection with the Escrow Agreement or any amounts (including consideration and indemnification) payable in connection with this Agreement (the above-named representative, or any subsequent representative duly appointed, the “Seller Representative”), which shall include the power to (i) make, execute, deliver and perform the Payoff Side Letter and Escrow Agreement and such amendments of and supplements to the Payoff Side Letter and Escrow Agreement or any other agreements, instruments or documents relating to the Payoff Side Letter and Escrow Agreement that the Seller Representative may consider necessary or appropriate and not materially adverse to the Sellers’ interests thereunder, such authority to be conclusively evidenced by the execution and delivery thereof and (ii) receive funds, make payments of funds, and give receipts for funds and to receive funds for the payment of expenses of the Sellers and apply such funds in payment for such expenses. Each Seller acknowledges and agrees that such appointment is irrevocable and coupled with an interest. The Buyer shall be entitled to rely on such appointment and treat the Seller Representative as the duly appointed sole and exclusive attorney-in-fact of each Seller for all such purposes. All actions, notices, communications and determinations by or on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to Sellers in accordance with this Agreement and the Seller Ancillary Agreements; (iii) administering this Escrow Agreement and shall be given or made by the Seller Ancillary AgreementsRepresentative, including the initiation and resolution of any disputes or claims; (iv) making all such actions, notices, communications and determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall be deemed conclusively to have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and therebybeen authorized by, and shall be finalbinding upon, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints The Seller Representative shall be authorized to act as such Seller Guarantor’s and such Seller’s exclusive the representative, agent and true and lawful attorney-in-fact of the Sellers as of the Closing in respect of all matters arising under this Agreement or the Transaction Agreements, and shall be authorized to act, or refrain from acting, with full power of substitution respect to do any actions to be taken by or on behalf of such any Seller Guarantor and such or the Seller any and all thingsRepresentative, including executing to enforce any and all documentsrights granted to any Seller hereunder, which may be necessary, convenient in each case as the Seller Representative believes is necessary or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Transaction Agreements; (vii) asserting claims , for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions on behalf of the Seller Guarantor and the Sellers. The Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing shall be bound by all acts, as contemplated by or deemed advisable such actions taken by the Seller Representative and no Seller shall be permitted to take any such actions. The Seller Representative is serving as the Seller Representative solely for purposes of administrative convenience, and is not personally liable in its capacity as Seller Representative for any of the obligations of the Company, any of its Subsidiaries or any of the Sellers hereunder, and Acquiror (on behalf of itself and its Affiliates) agrees that it will not look to the Seller Representative or the underlying assets of the Seller Representative for the satisfaction of any obligations of the Company, any of its Subsidiaries or any of the Sellers. The Seller Representative shall not be liable for any error of judgment, or any action taken, suffered or omitted to be taken, in connection with this Agreement, the Escrow Agreement, performance by the Seller Representative Engagement Agreement and of the Seller Ancillary AgreementsRepresentative’s duties or the exercise by the Seller Representative of the Seller Representative’s rights and remedies under this Agreement or any Transaction Agreement, except in the case of its bad faith or willful misconduct. Notwithstanding No bond shall be required of the Seller Representative. The Seller Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Seller Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any other Transaction Agreement. Without limiting the generality of the foregoing, the Seller Representative shall have no obligation the full power and authority to act interpret all the terms and provisions of this Agreement and the other Transaction Agreements, and to consent to any amendment hereof or thereof on behalf of the Sellersall Sellers and their respective successors and permitted assigns. Acquiror shall be entitled to rely on all statements, except as expressly provided hereinrepresentations, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreementdecisions of, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit actions taken or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreementomitted to be taken by, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability relating to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountother Transaction Agreement.

Seller Representative. (a) Each Seller Guarantor and each Seller hereby irrevocably appoints Seller Representative to act Xxxx X. Xxxxx with full power of substitution and resubstitution, as such Seller Guarantor’s and such Seller’s exclusive agent and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor being herein referred to as the "Seller Representative"), with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act for and on behalf of the Sellers, except and each of them, for purposes of: (i) giving instructions to the Buyer and any other third party on behalf of the Sellers as expressly provided hereinto the method of payment of the portion of the purchase price set forth in clause (a)(i) of Section 2.3 which may, in at the Escrow Agreement, in direction of the Seller Ancillary Agreements Representative, be paid into a common bank account on a temporary basis pending distribution, it being understood and in agreed among the Sellers that the Seller Representative Engagement shall consult with each Seller as to his or her preferences with regard to the manner of payments to be made to each Seller, but as to which the Buyer shall not be responsible for verifying that the Seller Representative made any necessary consultation, (ii) determining the amount of any Losses (as hereinafter defined) suffered or incurred by the Company or the Buyer, (iii) receiving notices from the Buyer given under this Agreement, of which the Seller Representative will give a copy to the other Sellers, (iv) approving and agreeing with the Buyer as to additions, deletions, changes, modifications and amendments to this Agreement and the Exhibits and Schedules hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Sellers, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Sellers) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Seller Representative shall be entitled to reimbursement by the Sellers from the consideration actually payable to the Sellers or otherwise for purposes all reasonable costs and expenses incurred by him in fulfilling his duties hereunder, and the Sellers agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of clarityShares owned by each of the Sellers immediately prior to the Closing. The Sellers agree that the Seller Representative may make reasonable requests for advances to cover such costs and expenses, there are and the Sellers will promptly make such advances. In no obligations event will the Buyer be liable for any costs or expenses of any nature incurred by the Seller Representative in his capacity as such. THE COMPANY AND EACH SELLER, JOINTLY AND SEVERALLY, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SELLERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION 2.4. The Buyer shall not have any ancillary agreement, schedule, exhibit obligation or the Company Disclosure Letter. A decision, act, consent liability to indemnify or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, defend the Seller Representative Engagement Agreement in respect of any claim or liability asserted against the Seller Representative by any Seller or its successors, assigns, heirs or personal representatives. To the extent permitted by law and this Section 2.4, all determinations, decisions, actions and the transactions contemplated hereby and thereby, and like made by the Seller Representative shall be final, conclusive and binding and conclusive upon the Seller Guarantors and all Sellers and their successors as if expressly ratified and confirmed in writingall persons claiming under or through them, and Acquirormay be relied upon by the Buyer as such. If Xxxx X. Xxxxx is at any time unable to act as Seller Representative, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of another Seller Representative as being shall be selected by the decision, act, written consent or instruction of each of the Seller Guarantors and holders of a majority of the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror Shares outstanding immediately prior to the Seller Guarantors and the Sellers. The powersClosing, immunities and rights or their successors, assigns, heirs or personal representatives, to indemnification granted serve until such time as Xxxx X. Xxxxx is again able to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountserve.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints The Sellers hereby appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution for the Sellers, and from and after the Closing Date, irrevocably authorize the Seller Representative to do on behalf of such Seller Guarantor and such Seller any act for each and all thingsof the Sellers in all cases where this Agreement, including executing any and all documentsARTICLE VIII, which may be necessaryor the Escrow Agreement calls for the action, convenient determination or appropriate to facilitate the consummation decision of the Stock Purchase, includingSellers. The Sellers hereby authorize the Seller Representative to: (ia) receiving and disbursing payments receive all notices or documents given or to be made hereundergiven to the Sellers pursuant hereto or in connection herewith or therewith and to receive and accept services of legal process in connection with any suit or proceeding arising under this Agreement; (iib) receiving notices execute and communications pursuant deliver amendments to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers; (c) engage counsel, except accountants and other advisors, and incur other expenses in connection with this Agreement and the transactions contemplated hereby or thereby, as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement may in its sole discretion deem necessary or appropriate; and (d) take such action as the Seller Representative may in its sole discretion deem necessary or appropriate in respect of: (i) waiving any inaccuracies in the representations or warranties of Buyer contained in this Agreement or in any document delivered by Buyer pursuant hereto; (ii) taking such other action as the Seller Representative is authorized to take under this Agreement; (iii) receiving all documents or certificates and making all determinations, in its capacity as Seller Representative, required under this Agreement; and for purposes of clarity, there are no obligations (iv) all such actions as may be necessary to carry out the responsibilities of the Seller Representative in contemplated by this Agreement, including the defense and/or settlement of any ancillary agreement, schedule, exhibit or the Company Disclosure Letterclaims for which indemnification is sought pursuant to ARTICLE VIII and any waiver of any obligation of Buyer. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingSellers, and Acquiror, its Affiliates and Representatives Buyer may rely upon any such decision, act, consent or instruction of the Seller Representative as being the decision, act, consent or instruction of each the Sellers and Buyer shall not be liable to any Person (A) for any action taken or omitted to be taken by Buyer in such reliance or with respect to actions, decisions and determinations of the Seller Guarantors and Representative or (B) for any action or omission of the Seller Representative whether or not in accordance with this Agreement. If the Seller Representative desires to resign as the Seller Representative, it shall by written notice to the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller Buyer appoint another Person as a result of successor Seller Representative. The Seller Representative’s resignation shall not be effective until a successor has accepted such relianceappointment in writing. Any payment by Acquiror to The Seller Representative is acting solely in an agency capacity and will have no liability of any type for any action taken in the capacity of the Seller Representative in accordance with the terms of this Agreement or the Escrow Agreement, including the compromise, settlement, payment or defense of any claim (in such capacityincluding expenses and costs associated therewith) under this Agreement regardless of whether one or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller more of the whole Sellers is the claimant or any fraction of his, her or its interest in the Adjustment Escrow Amountparty against whom a claim is being made.

Seller Representative. (a) Each Seller Guarantor and Except as otherwise set forth in Section 5.9(i), each Seller irrevocably hereby designates and appoints Seller Representative to act as the representative and attorney in fact of such Seller Guarantor’s and for the sole purpose of acting on such Seller’s exclusive agent behalf with respect to this Agreement, the Subscription Agreements, the Escrow Agreement and true the other documents to be executed and lawful attorney-in-fact with delivered by such Seller under this Agreement (collectively, the “Seller Documents”), including full power of substitution to do and authority on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingSeller: (i) receiving to take all actions Seller Representative deems necessary or appropriate in connection with the pre-Closing covenants and disbursing payments agreements of the Sellers set forth in this Agreement and the satisfaction or waiver of Closing conditions under this Agreement, including exercise of the power, authority and discretion conferred on the Sellers under this Agreement to be made hereunderwaive any conditions of this Agreement; (ii) receiving notices to take all actions Seller Representative deems necessary or appropriate in connection with the post-Closing implementation of this Agreement, including defending, negotiating, settling, compromising and communications otherwise handling any claims for indemnification made by a Purchaser Indemnified Party pursuant to Article VII (including authorizing the delivery to the Purchaser of any portion or all of the Indemnification Escrow Deposit in satisfaction of any such indemnification claims), pursuing or responding to litigation and complying with orders of courts with respect to any claims made hereunder; and (iii) to take all other actions Seller Representative deems necessary or appropriate in connection with the foregoing, including entering into or providing any amendments, modifications or waivers with respect to this Agreement and the other Seller Ancillary Agreements; (iii) administering this Agreement Documents and the Seller Ancillary Agreementsgiving and receiving notices, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingrequests, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreementdemands, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act communications on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and The Purchaser Indemnified Parties shall be finalentitled to rely conclusively on all statements, binding representations and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction decisions of Seller Representative as being those of the decisionSellers, actwithout any independent investigation or verification. Seller Representative may resign at any time by giving thirty (30) days’ notice to the Purchaser and the Sellers, consent and Seller Representative may be removed at any time by the Sellers; provided, however, in no event shall Seller Representative resign or instruction be removed without the Sellers having first appointed a new Seller Representative who shall assume such duties immediately upon the resignation or removal of each Seller Representative. If Seller Representative is dissolved, resigns or otherwise becomes incapable of fulfilling its obligations under any of the Seller Guarantors and Documents, the Sellers shall promptly, but in any event within five (without investigation5) and none of Acquiror Business Days appoint a new Seller Representative. Sellers shall promptly, but in any event within five (5) Business Days after appointing a new Seller Representative deliver or any of its Affiliates or Representatives shall have any liability cause to any be delivered to the Purchaser a notice identifying the new Seller Guarantor or any Seller as a result of such relianceRepresentative. Any payment notice sent by Acquiror the Purchaser to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered prior to receipt of a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the notice identifying a new Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxxxxxx Xxxxxxxxx, in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to this Agreement and the any dispute or remedy arising under any Seller Ancillary AgreementsRepresentative Document; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (v) resolving, settling receiving all or compromising claims for indemnification asserted against any portion of the Seller Guarantors and consideration provided to the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ixvi) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor In addition to the other rights and each Seller irrevocably appoints authority granted to the Seller Representative elsewhere in this Agreement, all of the Seller collectively and irrevocably hereby constitute and appoint the Seller Representative as their agent and representative to act as such Seller Guarantor’s from and such Seller’s exclusive agent after the date hereof and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing things and execute any and all documents, documents which the Seller Representative determine may be necessary, convenient or appropriate in connection with the transactions contemplated by this Agreement or otherwise to facilitate perform the consummation of duties or exercise the Stock Purchaserights granted to the Seller Representative hereunder, including: (i) receiving execution of any documents and disbursing payments certificates pursuant to be made hereunderthis Agreement; (ii) receiving receipt of payments under or pursuant to this Agreement and disbursement thereof to the Seller, Purchaser, any Indemnitee and any other Person, including giving any instructions to the Escrow Agent; (iii) receipt and, if applicable, forwarding of notices and communications pursuant to this Agreement Agreement; (iv) administration of the provisions of this Agreement; (v) giving or agreeing to, on behalf of all or any of the Seller, any and all consents, waivers, amendments, modifications, extension or termination deemed by the Seller Ancillary Agreements; (iii) administering Representative, in its sole and absolute discretion, to be necessary or appropriate under or pursuant to this Agreement and the Seller Ancillary Agreements, including the initiation and resolution execution or delivery of any disputes documents that may be necessary or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12appropriate in connection therewith; (vi) agreeing to amendments of this Agreement(A) disputing or refraining from disputing, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in Seller relative to any amounts to be received or paid by the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) 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 the Seller, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby, and (C) executing, on behalf of the Seller, 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 Seller Ancillary in connection with this Agreement will be considered a payment by Acquiror or any other agreement contemplated hereby and paying any fees related thereto; (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 9.4; (ix) making on behalf of such Person any determinations and taking all actions on their behalf relating to the Seller Guarantors and determination of Finally Determined Exchange Shares, the Sellers. The powers, immunities and rights to indemnification granted adjustment to the Seller Representative Group are coupled Exchange Consideration under Section 2.5 and any disputes with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor respect thereto, and shall survive the delivery of an assignment by any Seller release of the whole or any fraction Escrow Property under Section 2.4; and (x) acting on behalf of hissuch Person under the Escrow Agreement. For the avoidance of doubt, her or its interest in the Adjustment Escrow AmountSeller Representative, acting individually, shall have the authority to take the actions authorized by this Section 13.14 on behalf of the Seller.

Seller Representative. (a) Each Seller Guarantor of the Manager Sellers hereby appoints Cillian Feiritear as the agent, proxy, and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with for the Manager Sellers (in such capacity, the "Seller Representative") for all purposes under --------------------- this Agreement (including without limitation full power of substitution and authority to act on the Manager Sellers' behalf) to take any action, should it elect to do on behalf of such Seller Guarantor and such Seller any and all thingsso in its sole discretion, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; consummate the transactions contemplated under this Agreement, (ii) receiving notices and communications pursuant to this Agreement and conduct or cease to conduct, should it elect to do so in its sole discretion, the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution defense of all claims against any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Manager Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, and settle all such claims in its sole discretion on behalf of all the Escrow Agreement, Manager Sellers and exercise any and all rights which the Seller Representative Engagement Manager Sellers are permitted or required to do or exercise under this Agreement and (iii) to execute and deliver, should it elect to do so in its sole discretion, on behalf of the Seller Ancillary Agreements. Notwithstanding Manager Sellers any amendment to this Agreement so long as such amendment shall apply to all of the foregoingManager Sellers, and to take all other actions to be taken by or on behalf of the Manager Sellers and exercise any and all rights which the Manager Sellers are permitted or required to do or exercise under this Agreement; provided, however, that -------- ------- the Seller Representative shall have no obligation to act conduct any defense or settle any claim or enter into any amendment or take any other action whatsoever on behalf of any Manager Seller under this Section 14.4 or otherwise in his capacity as Seller Representative. Notwithstanding anything to the Sellers, except as expressly provided herein, contrary in the Escrow Agreement, this Section 14.4(a) or elsewhere in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, Manager Sellers may take any action that this Agreement provides may or shall be taken by the Seller Representative Engagement Agreement (whether such provision is set forth in this Section 14.4(a) or elsewhere in this Agreement) if such action is taken with the written consent of at least a majority in interest of the Manager Sellers and the transactions contemplated hereby and thereby, and Buyer. Any action so taken by the Manager Sellers shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingRepresentative, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an shall take no action which is contrary thereto without the written consent of at least a majority in interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in Manager Sellers and the Adjustment Escrow AmountBuyer.

Seller Representative. (a) Each As of the date hereof, APH GP LP shall be constituted and appointed as the Seller Guarantor Representative, with full and each Seller irrevocably appoints Seller Representative exclusive power and authority to act as representative on the behalf of each Stockholder (i) to consummate the Transactions in accordance with the terms and conditions set forth in this Agreement (including pursuant to the Escrow Agreement), (ii) to pay each such Seller GuarantorStockholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and such Seller’s exclusive agent performance of this Agreement, (iii) to receive, give receipt and true and lawful attorney-in-fact with full power of substitution to do disburse any funds received hereunder on behalf of or to each such Seller Guarantor and such Seller any and all thingsStockholder, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle hold back from disbursement to all of the Stockholders collectively any dispute such funds to the extent it reasonably determines may be necessary or required under the terms and conditions of this Agreement or applicable Law (including with respect to the purchase price adjustments contemplated by Section 2.3(bpayment of each Stockholder’s expenses in accordance with clause (ii); ), (v) resolvingto execute and deliver on behalf of each such Stockholder, settling all documents contemplated herein, and any amendment or compromising claims for indemnification asserted against waiver hereto, as the Seller Guarantors and the Sellers pursuant Representative, in its sole discretion, determines to Article 12; be desirable, (vi) agreeing to amendments negotiate, settle, compromise and make any required payments from the Escrow Amount on behalf of this Agreementall Stockholders, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims to give and receive notices on behalf of indemnification under Article 8 and resolvingthe Stockholders collectively, settling or compromising any such claim; (viii) taking any other actions of to use the Seller Guarantor Representative Expense Amount to satisfy costs, expenses and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by liabilities of the Seller Representative in connection with matters related to this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding Related Documents, (ix) to enforce and protect the foregoing, the Seller Representative shall have no obligation to act on behalf rights and interests of the Sellers, except as expressly provided herein, in Stockholders and to enforce and protect the Escrow Agreement, in the Seller Ancillary Agreements rights and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations interests of the Seller Representative arising out of or under or in any ancillary agreement, schedule, exhibit manner relating to this Agreement and the Related Documents or the Company Disclosure Letter. A decisionTransactions, act, consent or instruction of Seller Representative shall constitute a decision for and to take any and all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, actions which the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent believes are necessary or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) appropriate under this Agreement or any Seller Ancillary Agreement will be considered a payment Related Document for and on behalf of the Stockholders, including asserting or pursuing any Action against Parent, Merger Sub or the Surviving Corporation, defending any third party Actions by Acquiror to Parent, Merger Sub or their respective Affiliates, consenting to, compromising or settling any such Actions, conducting negotiations with Parent, the Seller Guarantors Surviving Corporation and their respective representatives regarding such Actions, and, in connection therewith, to: (A) assert any claim or institute any Action; (B) investigate, defend, contest or litigate any Action initiated by Parent, the Sellers. The powersSurviving Corporation or any other Person, immunities and rights to indemnification granted to or by any Governmental Authority or Educational Agency against the Seller Representative Group or any Stockholder, the Escrow Amount, and receive process on behalf of any or all Stockholders in any such Action and compromise or settle on such terms as the Seller Representative shall determine to be appropriate, and give receipts, releases and discharges with respect to, any such Action; (C) file any proofs of debt, claims and petitions as the Seller Representative may deem advisable or necessary; (D) settle or compromise any Actions asserted under the Escrow Agreement or this Agreement; (E) file and prosecute appeals from any decision, judgment or award rendered in any such Action, it being understood that the Seller Representative shall not have any obligation to take any such actions, and shall not have any liability for any failure to take any such actions and (F) to recover damages regarding the benefit of the bargain lost pursuant to Section 12.2 and (x) to do each and every act and exercise any and all rights which the Stockholders collectively are, permitted or required to do or exercise under this Agreement, unless otherwise agreed to between the Seller Representative and any such Person in writing. The Stockholders, by accepting the consideration payable to them hereunder, irrevocably grant unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or required to be done in connection with the Transactions as fully to all intents and purposes as Stockholders might or could do in person. Such agency and proxy are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor theretointerest, and shall survive are therefore irrevocable without the delivery consent of an assignment by holder, unless otherwise agreed to between the Seller Representative and any Seller of the whole or any fraction of his, her or its interest such Person in the Adjustment Escrow Amountwriting.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Sxxxxx Xxxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.15; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.14 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Company Holder Participant, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxxxxx, in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative shall deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to whether the Earnout Milestones have been achieved and Earnout Shares are to be made hereunderissued under Section 1.10; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Holder Participants in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, shall be taken in the same manner with respect to all Company Holder Participants unless otherwise agreed by each Company Holder Participant who is subject to any disparate treatment of a potentially material and adverse nature); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (vi) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Holder Participants under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Holder Participants in accordance with their Company Holder Participant Pro Rata Share; and (vii) asserting claims for or defending claims otherwise enforcing the rights and obligations of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and Pubco and/or the Purchaser, shall be binding upon each Company Holder Participant and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.16 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative xxxxxx accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxx Xx (in such capacity, the “Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the other Transaction Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the other Transaction Documents, including: (i) receiving and disbursing payments act for the Sellers with respect to be all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Sellers any indemnification claim made hereunderby or against the Sellers, if any; (ii) receiving notices and communications pursuant act for the Sellers with respect to this Agreement and the Seller Ancillary Agreementsall post-Closing matters; (iii) administering terminate, amend or waive any provision of this Agreement Agreement; provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation and resolution same manner with respect to all of the Sellers unless otherwise agreed by each Seller who is subject to any disputes or claimsdisparate treatment of a potentially adverse nature; (iv) making determinations employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincur and pay expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the Transactions, and any other fees and expenses allocable or in any way relating to such Transactions or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) agreeing sign any releases or other documents with respect to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for dispute or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or the other Transaction Documents; and (x) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative xxxxxx accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxx Xxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.15; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsExtension Escrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.15 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and each Seller The Sellers irrevocably appoints Seller Representative appoint Xxxxx Xxxxx to act as such Seller Guarantor’s and such Seller’s exclusive the designated representative, agent and true and lawful attorney-in-fact of such Sellers with full power of substitution authority to do make all decisions and determinations and to take all actions required or permitted under this Agreement on behalf of such Sellers (in such capacity, the “Seller Guarantor and such Seller any and all thingsRepresentative”), including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving approving and disbursing payments executing any of the documents required under this Agreement to be made hereunder; delivered by such Sellers (other than AIG) on or after the Closing Date, (ii) receiving notices and communications pursuant to approving or contesting any matter provided for in Article 2 of this Agreement and the Seller Ancillary Agreements; Agreement, (iii) administering this Agreement and any indemnification matter on behalf of the Seller Ancillary AgreementsSellers, including agreeing to the initiation and resolution settlement of any disputes or claims; indemnification matter and otherwise handling and negotiating indemnification matters, (iv) making determinations agreeing to settle any dispute with respect waiver, consent or amendment under or to the purchase price adjustments contemplated by Section 2.3(b); this Agreement, (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and distributing to the Sellers pursuant any portion of any consideration hereunder payable to Article 12; the Sellers after the Closing Date, (vi) agreeing to amendments of this Agreementsending, waivers of conditions receiving and obligations reviewing notices under this Agreement on behalf of the Sellers; provided that Seller Representative shall provide AIG with a copy of any notice received from Buyer following the Closing Date as promptly as reasonable practicable following receipt of such notice, and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims designating a successor Seller Representative (with the approval of indemnification under Article 8 and resolving, settling or compromising any such claim; (viiiAIG) taking any other actions in the event of the resignation or death of the then current Seller Guarantor Representative. Each Seller acknowledges that this Section 11.9 is intended to have the broadest possible scope for the purpose of promoting the efficient negotiation and the Sellers handling of all matters which arise under or in connection with this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable Agreement. All actions taken by the Seller Representative in connection with this Agreementwith, or relating to, the Escrow Agreement, subject matter of this Agreement that are within the authority conferred upon the Seller Representative Engagement Agreement pursuant to this Section 11.9 shall be deemed authorized, approved, ratified and confirmed by the Seller Ancillary AgreementsSellers, having the same force and effect as if performed pursuant to the direct authorization of such the Sellers. Notwithstanding the foregoingBuyer shall be entitled to rely upon, without independent investigation, any act, notice, instruction or communication from the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, Sellers and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the Escrow Agreement, in actions taken or not taken or communications or writings given or executed by the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterRepresentative. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and Buyer shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon entitled to disregard any such decision, act, consent notices or instruction of Seller Representative as being the decision, act, consent communications given or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable made by any Seller Guarantor unless given or any made through the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor and each Qualifying Optionholder hereby designates Investcorp International, Inc. to be the “Seller irrevocably appoints Seller Representative Representative” to act as such Seller Guarantor’s execute any and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do all instruments or other documents on behalf of such Seller Guarantor the Sellers and such Seller the Qualifying Optionholders and to do any and all thingsother acts or things on behalf of the Sellers and the Qualifying Optionholders which the Seller Representative may deem necessary or advisable, including executing any and all documents, or which may be necessaryrequired pursuant to this Agreement or otherwise, convenient or appropriate to facilitate in connection with the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement transactions contemplated hereby and the Seller Ancillary Agreements; (iii) administering this Agreement and performance of all obligations hereunder at or following the Seller Ancillary Agreements, including Closing. Without limiting the initiation and resolution generality of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation the full and exclusive authority to (a) agree with the Purchaser with respect to any matter or thing required or deemed necessary by the Seller Representative in connection with the provisions of this Agreement calling for the agreement of the Sellers and the Qualifying Optionholders, give and receive notices on behalf of all the Sellers and the Qualifying Optionholders, and act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors Sellers and the Qualifying Optionholders in connection with any matter as to which the Sellers and the Qualifying Optionholders are or may be obligated under this Agreement, all in the absolute discretion of the Seller Ancillary AgreementsRepresentative, (b) make payment to the Purchaser of any amount out of the Working Capital Adjustment Holdback Fund, the Escrow Legacy Tax Indemnification Holdback Fund or the Cobra Holdback Fund in order to pay the Purchaser any amounts due to the Purchaser from the Sellers and the Qualifying Optionholders pursuant to Sections 2.6, 10.2 and 7.9, respectively, of this Agreement, to object to any such payment, to agree to negotiate, enter into settlements and compromises of and comply with orders of courts with respect to such claims, all in the absolute discretion of the Seller Representative, and (c) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by the Seller Representative Engagement Agreement to be necessary or advisable in connection with, this Agreement. The Sellers and the transactions contemplated hereby Qualifying Optionholders shall cooperate with the Seller Representative and therebyany accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by the Seller Representative shall be binding upon all Sellers and the Qualifying Optionholders, and no Seller or Qualifying Optionholder shall have the right to object, dissent, protest or otherwise contest the same. The Seller Representative may communicate with any Seller and the Qualifying Optionholders or any other Person concerning its responsibilities hereunder, but it is not required to do so. The Seller Representative has a duty to serve in good faith the interests of the Sellers and the Qualifying Optionholders and to perform its designated role under this Agreement, but the Seller Representative shall have no financial liability whatsoever to any Person relating to its services hereunder (including any action taken or omitted to be taken), except that it shall be final, binding liable for harm which it directly causes by an act of willful misconduct. The Sellers and conclusive upon the Qualifying Optionholders shall indemnify and hold harmless the Seller Guarantors and Representative against any loss, expense (including reasonable attorneys’ fees) or other liability arising out of its services as the Seller Representative under this Agreement, other than for harm directly caused by an act of willful misconduct. The Seller Representative may deduct all out-of-pocket expenses incurred by or on behalf of the Sellers and their successors as if expressly ratified the Qualifying Optionholders by the Seller Representative from the Holdback Funds. Each Seller and confirmed in writingeach Qualifying Optionholder hereby agrees that the Purchaser shall have no responsibility for, and Acquirorhereby releases the Purchaser from, its Affiliates any Liability to such Seller or Qualifying Optionholder and Representatives may rely upon such Seller or Qualifying Optionholder’s heirs, legal representatives, successors and assigns, for any such decision, act, consent act or instruction of Seller Representative as being the decision, act, consent or instruction of each omission of the Seller Guarantors Representative; provided that the Purchaser shall be entitled to rely upon the identity and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to notice information for the Seller Representative Group are coupled with an interest set forth in Section 11.8 until notice is received by the Purchaser that such information has changed. The Seller Representative may resign at any time by notifying in writing the Purchaser, the Sellers and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason the Qualifying Optionholders, provided that at such time the Sellers and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest Qualifying Optionholders have named a replacement representative to serve in the Adjustment Escrow AmountSeller Representative’s place.

Seller Representative. (a) Each Seller Guarantor irrevocably authorizes and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s its lawful representative, exclusive agent, proxy and such Seller’s exclusive agent and true and lawful attorney-in-fact (with full power of substitution to do substitution), as Seller Representative for and on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingSellers to: (i) receiving give and disbursing payments receive notices and communications relating to be made hereunderthis Agreement, any Transaction Document or any of the transactions and other matters contemplated hereby and thereby; (ii) receiving notices to authorize distribution to any Indemnified Party from the Indemnification Escrow in satisfaction of any indemnification claims hereunder by any Indemnified Party, to object to any indemnification claim and/or to any payment to any Indemnified Party from the Indemnification Escrow in satisfaction of any such claim, to agree to, negotiate, enter into settlements and communications pursuant compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to any indemnification claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any such indemnification claim by any Indemnified Party hereunder against any Indemnifying Party or by any such Indemnifying Party against any Indemnified Party or any dispute between any Indemnified Party and any such Indemnifying Party, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either necessary or appropriate in the judgment of Seller Ancillary Agreements; (iii) administering this Agreement and Representative for the Seller Ancillary Agreements, including accomplishment of the initiation and resolution of any disputes foregoing or claims; (iv) making determinations to settle any dispute with respect to specifically mandated by the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments terms of this Agreement. Such agency may be changed by the Indemnifying Parties from time to time upon not less than 30 days prior written notice to Buyer; provided, waivers however, that Seller Representative may not be removed unless holders of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions a two-thirds interest of the Escrow Amount agree to such removal and to the identity of the substituted agent. Seller Guarantor Representative may resign upon 30 days prior written notice to the Indemnifying Parties and Buyer. Any vacancy in the Sellers under this Agreement and the position of Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable Representative may be filled by the holders of a majority in interest of the Escrow Amount. No bond shall be required of Seller Representative, and Seller Representative in connection with this Agreementon the date hereof shall not receive any compensation for its services, the Escrow Agreement, the but any Person subsequently appointed to serve as Seller Representative Engagement Agreement and the Seller Ancillary Agreementsmay receive compensation for its services. Notwithstanding the foregoing, the Seller Representative shall have no obligation Notices or communications to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of from Seller Representative shall constitute a decision for all notice to or from the Indemnifying Parties. For the avoidance of the Seller Guarantors and the Sellers under this Agreementdoubt, the Seller Ancillary Agreements, the Escrow Agreement, the in no event may Seller Representative Engagement Agreement and take any action which would (x) increase the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent liabilities or instruction obligations of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment beyond what is contemplated by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by Transaction Document or (y) cause any Seller Guarantor or any Seller in any manner or to become liable for any reason and survive the death, incompetence, bankruptcy or liquidation indemnification obligations in excess of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller their Pro Rata Share of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount, without the prior written consent of such Seller.

Seller Representative. (a) Each Seller Guarantor hereby appoints Burrito Investment Group LLC (solely in its capacity as such, and each not in its capacity as Seller, the “Seller irrevocably appoints Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive agent and its true and lawful agent and attorney-in-fact with full power and authority to act, including full power of substitution substitution, in such Seller’s name and on its behalf with respect to do on behalf of such Seller Guarantor and such Seller any and all things, including executing matters arising from or in any and all documents, which may be necessary, convenient or appropriate way relating to facilitate the consummation provisions of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims expressly providing for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided hereinincluding with respect to Section 1.3, in Article 6, Article 7 and the Escrow Agreement, in the as fully as such Seller Ancillary Agreements could if then present and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letteracting alone. A decision, act, consent or instruction of The Seller Representative shall constitute a decision for all have the power to enforce the obligations, covenants and agreements of the each Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, Agreement and any other agreements entered into by the Seller Representative Engagement Agreement and in connection with the transactions contemplated hereby (the “Seller Transaction Agreements”), in accordance with the terms hereof and therebythereof. Without limiting the generality of the foregoing, and (a) any communication or other delivery validly delivered to the Seller Representative shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of deemed to have been validly delivered to each of the Seller Guarantors and the Sellers Sellers, (without investigationb) and none any waiver of Acquiror or any provision of its Affiliates or Representatives shall have any liability to any Seller Guarantor Transaction Agreement or consent, or compromise of any Seller as a result of such reliance. Any payment by Acquiror claim arising from or relating to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment Transaction Agreement, by Acquiror to the Seller Guarantors Representative shall be binding upon each and every Seller, and (c) the Seller Representative is hereby authorized to execute for and on behalf of each Seller (i) any amendment to this Agreement or any Seller Transaction Agreement that does not adversely affect any Seller with respect to any other Seller or (ii) any other agreement, document, certificate or instrument contemplated hereby or thereby. All such actions shall be deemed to be facts ascertainable outside this Agreement and shall be binding on the Sellers as a matter of contract law. Buyer shall be entitled to rely (without investigation) on any action taken by the Seller Representative as being taken by the Seller Representative for himself and on behalf of each of the Sellers, and fully authorized by each of the Sellers. The powers, immunities This appointment of agency and rights to indemnification granted to the Seller Representative Group are this power of attorney is coupled with an interest and will shall be irrevocable and shall not be terminated by any Seller Guarantor or any Seller in any manner by operation of law, whether by the death or for any reason and survive the death, incompetence, bankruptcy or liquidation incapacity of any Seller or the occurrence of any other event, and any action taken by the Seller Representative shall be binding on any successor theretoas valid as if such death, and shall survive the delivery incapacity or other event had not occurred, regardless of an assignment by whether or not any Seller or the Seller Representative shall have received any notice thereof. In the event the Seller Representative refuses or is no longer capable of serving as the Seller Representative hereunder, then Sellers holding at least a majority of the whole Units immediately prior to the Closing shall promptly appoint a successor Seller Representative who shall thereafter be a successor Seller Representative hereunder and the Seller Representative shall serve until such successor is duly appointed and qualified to act hereunder. No bond will be required of the Seller Representative. The Seller Representative shall not be liable to any Seller for any act done or any fraction of his, her or its interest omitted hereunder as Seller Representative while acting in good faith and in the Adjustment Escrow Amountabsence of bad faith or willful misconduct. The Sellers shall indemnify, severally in accordance with the Seller Allocation and not jointly, the Seller Representative and hold the Seller Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Seller Representative and arising out of or in connection with the acceptance or administration of the Seller Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Seller Representative.

Seller Representative. (a) Each Seller Guarantor and each Seller hereby irrevocably appoints Xxx Xxxxx as the Seller Representative to act as such Seller Guarantor’s its sole and such Seller’s exclusive agent agent, representative and true and lawful attorney-in-fact for each such Seller, for and on behalf of each such Seller, with full power of substitution and authority to do on behalf of such represent each Seller Guarantor and such Seller any Seller’s successors and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute assigns with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations all matters arising under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Earn-Out Agreement and resolving, settling or compromising any such claim; (viii) taking any other all actions of the Seller Guarantor and taken by the Sellers Representative under this Agreement and the Earn-Out Agreement will be binding upon each such Seller Ancillary Agreements; and (ix) performing all acts, such Seller’s successors and assigns as contemplated if expressly ratified and confirmed in writing by or deemed advisable by each of them. Without limiting the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding generality of the foregoing, the Seller Sellers Representative shall have no obligation to act has full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to (a) interpret the Sellers, except as expressly provided herein, in terms and provisions of this Agreement and the Escrow Earn-Out Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in (b) dispute or fail to dispute any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers Liability Claim under this Agreement, the Seller Ancillary Agreements, the Escrow (c) negotiate and compromise any dispute that may arise under this Agreement, (d) sign any releases or other documents with respect to any such dispute, (e) receiving services of process upon the Seller Representative Engagement Sellers, (f) executing and delivering to the Buyer or any other Person on behalf of any of or all of the Sellers any and all instruments, certificates, documents and agreements called for by this Agreement and the transactions contemplated hereby and thereby, (g) receiving or providing notices on behalf of the Sellers with respect to any matter, Indemnity Claim or legal proceeding arising out of or relating to this Agreement, (h) taking all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Sellers in connection with this Agreement and the Earn-Out Agreement, (i) negotiating and agreeing upon any adjustments to the Purchase Price in accordance with Section ‎2.3 hereof and (j) in connection with any of the foregoing actions, engaging and hiring accountants, auditors, appraisers, legal counsel and other legal and financial experts as may be necessary and appropriate properly to discharge the Sellers’ Representative’s duties and obligations hereunder. The Sellers Representative shall be finalentitled to exercise these faculties even if by doing so it incurs in self-contacting, binding and conclusive upon the multirepresentation or conflict of interest. A Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingwill be deemed a party or a signatory to any agreement, and Acquirordocument, its Affiliates and Representatives may rely upon any such decision, act, consent instrument or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and certificate for which the Sellers Representative signs on behalf of such Seller. All decisions, actions and instructions by the Sellers Representative, including the defense or settlement of any Liability Claims for which Sellers (without investigation) and none of Acquiror or any of its Affiliates them) may be required to indemnify the Buyer pursuant to Article 11, will be conclusive and binding on each Seller and no Seller has the right to object, dissent, protest or Representatives otherwise contest the same. The Sellers shall have hold harmless the Buyer from and against any liability to any Seller Guarantor Losses that they may suffer or any Seller sustain as a the result of such reliance. Any payment any claim by Acquiror to Seller any Person that an action taken by the Sellers Representative (in such capacity) under this Agreement on behalf of the Sellers is not binding on, or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and enforceable against, the Sellers. The powers, immunities Buyer has the right to rely conclusively on the instructions and rights to indemnification granted decisions of the Sellers Representative as to the Seller settlement of any claims for indemnification by the Buyer pursuant to Article 11, or any other actions required to be taken by the Sellers Representative Group are hereunder, and no Party will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Sellers Representative. The appointment of the Sellers Representative is an agency coupled with an interest and will be is irrevocable and any action taken by the Sellers Representative pursuant to the authority granted in this Section ‎12.1 is effective and absolutely binding on each Seller notwithstanding any Seller Guarantor contrary action of or any Seller in any manner direction from such Seller. The death or for any reason and survive the deathincapacity, incompetenceor dissolution or other termination of existence, bankruptcy or liquidation of any Seller does not terminate the authority and agency of the Sellers Representative (or successor thereto). The provisions of this Section ‎12.1 are binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement to a Seller or the Sellers means and includes the successors to the Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. The Sellers Representative shall not be liable to any Seller for any act of the Sellers Representative taken in good faith and in the exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent any Losses actually incurred by such Sellers Representative as a proximate result of the gross negligence or bad faith of the Sellers Representative. The Sellers Representative shall not be liable for, and may seek indemnification from the Sellers for, any Losses incurred by the Sellers Representative while acting in good faith and in exercise of its reasonable judgment and arising out of or in connection with the acceptance or administration of its duties under this Agreement, except to the extent that such Losses is the proximate result of gross negligence or bad faith of the Sellers Representative. The Sellers Representative shall be binding entitled to recover from the Sellers any out-of-pocket costs and expenses reasonably incurred by the Sellers Representative in connection with the actions taken by the Sellers Representative with respect to all Purchase Price, including any adjustments thereto (including the hiring of legal counsel and the incurring of legal fees and costs). If Xxx Xxxxx declines to serve, resigns or becomes legally incapacitated, then a successor Sellers’ Representative may be appointed by a majority in interest of the Sellers which shall be determined based on any successor theretothe number of Shares held by the Sellers immediately prior to the Closing. If the Sellers fail to appoint a Seller Representative, and the Buyer may make a petition pursuant to provisions of Section ‎12.14 to appoint a Seller Representative. The provisions of this Section ‎12.1 shall survive the delivery of an assignment by any Seller resignation and replacement of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers Representative.

Seller Representative. (a) Each Seller Guarantor of the Sellers, by the execution and each Seller irrevocably appoints delivery of this Agreement, hereby appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful representative, attorney-in-fact and agent, with full power of substitution to do act in the name, place and stead of such Seller, to act on behalf of such Seller Guarantor in any amendment of or Action or dispute involving this Agreement, including defending, negotiating, settling or otherwise dealing with claims under Section 1.4 or Article IX hereof or under any other Transaction Documents, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all such documents, which may be necessary, convenient as the Seller Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including the power to: (i) agree upon or compromise any matter related to facilitate the calculation of any adjustments to the purchase price provided under this Agreement; (ii) direct the distribution of the payments to Sellers; (iii) act for the Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Sellers any indemnification claim made by or against the Sellers, if any, and provide instructions to the Escrow Agent with respect to the funds in the Escrow Accounts; (iv) act for the Sellers with respect to all post-Closing matters; (v) terminate, amend, or waive any provision of this Agreement or any other Transaction Document; provided that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all of the Sellers unless otherwise agreed by each of the Sellers who is subject to any disparate treatment of a potentially adverse nature; (vi) to negotiate, execute and deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to transactions contemplated by this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of or any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreementsother Transaction Document; (vii) asserting claims for to give and receive all notices and communications to be given or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) received under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror other Transaction Document and to receive service of process in connection with any disputes or claims hereunder or thereunder; (vii) employ and obtain the advice of legal counsel, accountants, and other professional advisors as the Seller Guarantors and Representative, in its sole discretion, deems necessary or advisable in the Sellers. The powers, immunities and rights to indemnification granted to performance of its duties as the Seller Representative Group are coupled with an interest and will be irrevocable by to rely on their advice and counsel; (ix) incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any Seller Guarantor other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (x) receive all or any portion of the purchase price and to distribute the same pursuant to the terms of this Agreement; (xi) retain a portion of the purchase price in the Seller Representative Fund as a reserve against the payment of expenses incurred in its capacity as the Seller Representative; (xii) sign any manner releases or other documents with respect to and dispute or remedy arising under this Agreement or the other Transaction Documents; (xiii) purchase insurance to help cover the Sellers’ obligations under this Agreement or for directors’ and officers’ indemnification to cover claims based on Pre-Closing Periods, and (xiv) do or refrain from doing any reason further act or deed on behalf of the Sellers which the Seller Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement as fully and survive completely as any of the deathSellers could do if personally present and acting. Each Seller acknowledges and agrees that upon execution of this Agreement, incompetence, bankruptcy or liquidation any delivery by the Seller Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Seller and Representative or any decisions made by the Seller Representative pursuant to this Section 10.16 shall be binding on any successor thereto, such Seller as fully as if such Seller had executed and shall survive the delivery of an assignment by any Seller of the whole delivered such documents or any fraction of his, her or its interest in the Adjustment Escrow Amountmade such decisions.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as Seller, on behalf of such Seller Guarantor’s and such Seller’s exclusive agent successors, heirs and permitted assigns, hereby irrevocably appoints the Seller Representative as such Seller’s true and lawful attorney-in-fact and agent, with full power powers of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the transactions contemplated by this Agreement and any Ancillary Agreement and any other agreement, instrument or document in connection with the transactions contemplated hereby or thereby, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the transactions contemplated by this Agreement as fully to all intents and purposes as such Seller might or could do in person, including the full power and authority: (i) to consummate the transactions to be consummated by such Seller under this Agreement and any Ancillary Agreement and any other agreement, instrument or document in connection with the transactions contemplated hereby or thereby, (ii) to agree to resolution of all claims and disputes hereunder or thereunder, (iii) to retain legal counsel and other professional services, at the expense of such Seller, in connection with the performance by the Seller Representative of this Agreement or any Ancillary Agreement or any other agreement, instrument or document in connection with the transactions contemplated hereby or thereby, (iv) to make any amendments to this Agreement or any Ancillary Agreement or any other agreement, instrument or document in connection with the transactions contemplated hereby or thereby on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute decisions with respect to the purchase price adjustments contemplated by determination of any amounts under Section 2.3(b); 2.4, (v) resolvingto determine whether the conditions to Closing in Article VII have been satisfied and supervising the Closing, including waiving any condition, as determined by the Seller Representative, in its sole discretion, (vi) to take any action that may be advisable, as determined by the Seller Representative, in connection with contesting and settling or compromising any and all claims for indemnification asserted against pursuant to Article VIII, (vii) to take any action that may be advisable, as determined by the Seller Guarantors Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article IX, (viii) to take any and all actions that may be advisable, as determined by the Seller Representative, in its sole discretion, in connection with the amendment or waiver of any provision of this Agreement in accordance with Section 10.2 or Section 10.3; provided, that the Seller Representative shall not, without the consent of a majority in interest of the Reverence Sellers, amend or waive any provision of this Agreement or any Ancillary Agreement to which any Reverence Seller is a party in a manner that, if so amended or waived without such consent of the Reverence Sellers, would not have qualified as a transaction to which Section 2 of that certain Amended and Restated Institutional Investor Rights Agreement, dated as of August 3, 2017, by and among the Company and the Sellers pursuant party thereto would have applied prior to Article 12; (vi) agreeing to amendments of this Agreementthe date hereof, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing to accept notices on behalf of such Seller in accordance with Section 10.4 or relating to any Ancillary Agreement and any other agreement, instrument or document in connection with the transactions contemplated hereby or thereby, (x) to execute and deliver, on behalf of such Seller, any and all actsnotices, as contemplated by documents or deemed advisable certificates to be executed by the Seller Representative Sellers, in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller any Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements Agreement and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary other agreement, schedule, exhibit instrument or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and document in connection with the transactions contemplated hereby or thereby and thereby(xi) to grant any consent, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent waiver or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result approval on behalf of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller other agreement, instrument or document in any manner connection with the transactions contemplated hereby or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountthereby.

Seller Representative. (a) Each Seller Guarantor (excluding Operator) hereby constitutes and each Seller irrevocably appoints Seller Representative to act Operator as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful agent, representative and attorney-in-fact with full power hereunder (including under any escrow agreement entered in connection herewith, under which Operator will serve as the party thereto on behalf of substitution Sellers) (the “Seller Representative”), to do act in the name and on behalf of such Seller Guarantor and such Seller to take any and all things, including executing any and all documents, which may be necessary, convenient action authorized or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments required to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable taken by the Seller Representative pursuant to the terms of this Agreement. Without limiting the foregoing, and notwithstanding anything in this Agreement to the contrary, each Seller agrees that Operator shall be authorized on such Seller’s behalf and responsible hereunder, to, among other things, (a) deliver and receive all notices, statements, reports, and other information given by or addressed to Sellers hereunder, (b) receive all amounts payable to Sellers hereunder and distribute to Sellers their pro rata portion of the Adjusted Purchase Price net of their pro rata portion of all escrow fees, brokerage fees and attorneys’ fees directly related to the transactions contemplated by this Agreement, (c) make, on a joint basis, all decisions, elections and similar rights that Sellers are entitled to make hereunder (including any amendments to this Agreement), and (d) otherwise perform all of the obligations of Seller under this Agreement. Operator shall be responsible for delivering to each Seller all such notices, statements, reports, and other information, and disbursing to Sellers their respective proportionate shares of all amounts received by Operator on their behalf. OPERATOR AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS, AND EACH SELLER RELEASES, BUYER AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL LIABILITIES IN FAVOR OF SUCH SELLER ARISING OUT OF, OR RESULTING IN ANY WAY FROM, THE PERFORMANCE AND DISCHARGE, OR THE FAILURE TO PERFORM OR DISCHARGE, BY OPERATOR OF ITS RESPONSIBILITIES UNDER THIS SECTION 14.14. Each Seller has executed and delivered to Buyer, or will execute and deliver to Buyer within three (3) Business Days after the Execution Date, a power-of-attorney evidencing the power-of-attorney granted by such Seller to Operator in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountforegoing matters.

Seller Representative. (a) Each Seller Guarantor By execution hereof, Hillstone Parent and the Selling Blocker Equityholders each Seller (i) irrevocably constitutes and appoints Hillstone Parent as Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution for and on its behalf regarding any matter under this Agreement or otherwise relating to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchasetransactions contemplated hereby, including: (iA) delivering and receiving and disbursing payments notices, including service of process, with respect to be made hereunderany matter under this Agreement; (iiB) receiving notices executing and communications delivering any and all documents and taking any and all such actions as shall be required or permitted of Seller Representative pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation any and resolution of any disputes or claims; (iv) making determinations to settle any dispute all such documents and actions with respect to the purchase price adjustments contemplated by final determination of any adjustment of the Initial Purchase Price pursuant to Section 2.3(b)2.4; (vC) resolvingproviding notice of, settling demanding, pursuing or compromising claims enforcing, in its discretion, any claim, including specific performance in accordance with the terms of Section 9.10, against Buyer for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments a breach of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (viiD) asserting claims for taking, in its discretion, any and all actions, and delivering and receiving any and all notices hereunder, in respect of or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with any claim for Losses, including the negotiation, settlement or compromise of any disagreement or dispute with Buyer in respect thereof; (E) withholding funds to pay expenses and obligations arising in its capacity as Seller Representative; (F) executing and delivering, on behalf of Sellers, any Contract, agreement, amendment or other document or certificate, including any settlement agreement or release of claims, to effectuate any of the foregoing or as may otherwise be specifically permitted by this Agreement, any such Contract, agreement, amendment or other document or certificate to have the Escrow Agreementeffect of binding Sellers as if each Seller, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoingas applicable, the had personally entered into such agreement; (G) taking all such other actions as Seller Representative shall have no obligation to act on behalf deem necessary or appropriate, in its discretion, for the accomplishment of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement foregoing and the transactions contemplated hereby by the Escrow Agreement; and thereby(H) engaging such attorneys, accountants, consultants and other Persons as Seller Representative, in its discretion, deems necessary or appropriate to accomplish any action required or permitted of it hereunder, and shall (ii) agrees to be final, binding bound by all agreements and conclusive upon the Seller Guarantors determinations made by and Sellers documents executed and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of delivered by Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror pursuant to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification authority granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.it hereunder. 70

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative to act as such Seller Guarantor’s and HoldCo, by virtue of such Seller’s exclusive and HoldCo’s execution of this Agreement, hereby irrevocably appoint the Seller Representative, and the Seller Representative hereby accepts such appointment, as agent and true and lawful attorney-in-fact for each Seller and HoldCo, with full power and authority in the name of substitution to do and for and on behalf of each such Seller Guarantor and such Seller any and all thingsHoldCo, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, serve as contemplated by or deemed advisable by the Seller Representative in connection with under this Agreement, the Escrow other Transaction Documents and any other agreements contemplated hereby or thereby and to exercise the power and authority to act on behalf of, and in the name of, HoldCo or such Seller with respect to all matters relating to this Agreement, the Seller Representative Engagement Agreement other Transaction Documents or such other agreements, and the Seller Ancillary Agreementstransactions contemplated hereunder or thereunder (including the execution and delivery of the Escrow Agreement on behalf of the Sellers and HoldCo). Notwithstanding Without limiting the generality of the foregoing, the Seller Representative shall have no obligation is hereby granted the power and authority by each Seller and HoldCo to act (i) negotiate and enter into amendments to this Agreement, the other Transaction Documents and any other agreements contemplated hereby or thereby for itself (in his capacity as the Seller Representative) and on behalf of such Seller and HoldCo; (ii) act on each Seller’s and HoldCo’s behalf in any dispute, litigation, or arbitration involving Article IX or the Sellers, except as expressly provided herein, in the Escrow other provisions of this Agreement, in the Seller Ancillary Agreements and in other Transaction Documents or such other agreements or any document delivered to the Seller Representative Engagement Agreementin such capacity pursuant hereto or thereto; (iii) object to any Claims by the Buyer or the Buyer Indemnitees against the Escrow Fund; (iv) acquire insurance with respect of any potential Claims made by an Indemnified Party; (v) employ and obtain the advice of legal counsel, accountants and for purposes other professional advisors as the Seller Representative, in his sole discretion, deems necessary or advisable in the performance of clarityhis duties as the Seller Representative and to rely on their advice and counsel; (vi) incur expenses, there are no obligations including fees of brokers, attorneys and accountants as the Seller Representative, in his sole discretion, deems advisable in the performance of his duties as the Seller Representative; (vii) authorize the release of the Seller Representative in any ancillary agreement, schedule, exhibit Amount or the Company Disclosure Letter. A decisionEscrow Amount or otherwise control the Seller Representative Amount; and (viii) to do or refrain from doing all such further acts and things, actand execute all such documents, consent or instruction of as the Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and deem necessary or appropriate in connection with the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amounthereby.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Xxxxxx Xx (in such capacity, the “Seller Representative to act Representative”) as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the other Transaction Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the other Transaction Documents, including: (i) receiving and disbursing payments act for the Sellers with respect to be all indemnification matters referred to in this Agreement, including the right to compromise on behalf of the Sellers any indemnification claim made hereunderby or against the Sellers, if any; (ii) receiving notices and communications pursuant act for the Sellers with respect to this Agreement and the Seller Ancillary Agreementsall post-Closing matters; (iii) administering terminate, amend or waive any provision of this Agreement Agreement; provided, that any such action, if material to the rights and obligations of the Sellers in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation and resolution same manner with respect to all of the Sellers unless otherwise agreed by each Seller who is subject to any disputes or claimsdisparate treatment of a potentially adverse nature; (iv) making determinations employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincur and pay expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the Transactions, and any other fees and expenses allocable or in any way relating to such Transactions or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) agreeing sign any releases or other documents with respect to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for dispute or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or the other Transaction Documents; and (x) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative xxxxxx accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Seller Guarantor and each Seller Seller, by executing this Agreement, hereby irrevocably appoints Seller Representative to act Fund Management Services, LLC, a Delaware limited liability company as such Seller Guarantor’s and such Seller’s exclusive its agent and true and lawful attorney-in-fact with full power for purposes of substitution this Agreement and the Transaction Documents (the “Seller Representative”), and consents to do on behalf and agrees to be irrevocably bound by the taking by the Seller Representative of such Seller Guarantor and such Seller any and all thingsactions and the making of any decisions required or permitted to be taken by the Seller Representative under this Agreement and each Transaction Document (including, including executing any and all documentswithout limitation, which may be necessary, convenient or appropriate to facilitate the consummation exercise of the Stock Purchasepower to agree to, including: negotiate, enter into settlements and compromises of and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to any indemnity claims, and resolve any claim made pursuant to this Agreement or any Transaction Document, and take all actions necessary in the judgment of the Seller Representative for the accomplishment of the foregoing). Fund Management Services, LLC, a Delaware limited liability company, hereby accepts its appointment as the Seller Representative for purposes of this Agreement and the Transaction Documents. The appointment, rights and powers of the Seller Representative hereunder are irrevocable and coupled with an interest, are in consideration of the mutual covenants made in this Agreement and the Transaction Documents, and may not be terminated by the act of any Seller, operation of law or the occurrence of any other event. The Purchaser and the Purchaser Representative (ias defined in the General Escrow Agreement) receiving and disbursing payments the General Escrow Agent shall be entitled to be made hereunder; (ii) receiving notices and communications pursuant deal exclusively with the Seller Representative on all matters relating to this Agreement and the Transaction Documents, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller Ancillary Agreements; (iii) administering this Agreement and by the Seller Ancillary AgreementsRepresentative, including the initiation and resolution on any other action taken or purported to be taken on behalf of any disputes or claims; (iv) making determinations Seller by the Seller Representative, as fully binding upon such Seller. Each Seller agrees that any funds due to settle any dispute with respect such Seller and paid to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling Seller Representative or compromising claims for indemnification asserted against to any other Person at the written direction of the Seller Guarantors and Representative shall be in full satisfaction of the Purchaser’s liability therefor. The Sellers hereby authorize the Seller Representative to withhold a portion of the payments to be made to the Sellers pursuant at the Closing or from time to Article 12; (vi) agreeing to amendments of time thereafter under this Agreement, waivers of conditions and obligations under this the General Escrow Agreement and or otherwise in such amount as the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Representative shall reasonably determine, which amount shall satisfy any anticipated fees, costs and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable expenses incurred by the Seller Representative in connection with this Agreement, the Escrow Agreement, transactions contemplated by the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of Transaction Documents or by the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors performing its obligations under this Agreement and the Sellers under this Agreement, the Seller Ancillary Agreements, the General Escrow Agreement, provided, however, that such holdback shall be placed by the Seller Representative Engagement Agreement into a separate bank account, shall not be commingled with any other funds of any other party and the transactions contemplated hereby and thereby, and any interest earned on such funds shall be finaladded to the amount of such holdback and, binding and conclusive upon once distributed, shall be allocated among the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest were included in the Adjustment Escrow Amountoriginal amount received (the “Seller Holdback”).

Seller Representative. Xxxxxxx X. Xxxxx (athe “Seller Representative”) Each Seller Guarantor and each Seller irrevocably appoints Seller Representative is hereby constituted to act as such Seller Guarantor’s and such Seller’s exclusive the joint representative, agent and true and lawful attorney-in-fact with full for the Sellers and their successors and assigns, effective immediately after the date hereof, for all purposes under this Agreement and the Escrow Agreement, and the Seller Representative, by its respective signature below, agrees to serve in such capacity. The Seller Representative shall have the power of substitution and authority to do take such actions on behalf of such each Seller Guarantor as the Seller Representative, in its sole judgment, may deem to be in the best interests of the Sellers or otherwise appropriate on all matters related to or arising from this Agreement and such the Escrow Agreement. Notwithstanding any dispute or disagreement among the Sellers as may exist, each Seller hereby consents to the taking by the Seller Representative of any and all thingsactions and the making of any decisions required or permitted to be taken by him under this Agreement and the Escrow Agreement, including executing any and acknowledges and agrees that notice served to the Seller Representative in accordance with the provisions of this Agreement or the Escrow Agreement shall constitute notice to all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments Sellers. Purchaser shall be entitled to be made hereunder; (ii) receiving notices and communications pursuant deal exclusively with the Seller Representative on all matters relating to this Agreement 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 Seller Ancillary Agreements; by the Seller Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Seller Representative, and all of the foregoing shall be fully binding upon the Sellers. Sellers may elect to appoint another Person as Seller Representative at any time by ten (iii10) administering days written notice to Purchaser and such Person shall, from the date that is ten (10) days from Purchaser’s receipt of such notice, and after such Person’s execution of this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Escrow Agreement, waivers of conditions have all rights and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by Representative herein. Purchaser shall be entitled to rely on any such appointment in such notice. No change in the Seller Representative shall be effective as against the Purchaser or the Company until the Purchaser or the Company have received written notice thereof. Notwithstanding anything to the contrary set forth in connection with this Agreement, the Escrow Agreement, the Seller Representative’s liabilities and obligations to Purchaser under this Agreement as a Seller shall in no manner be increased to any extent because of his role as Seller Representative Engagement Agreement hereunder and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller on account of his activities as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the SellersRepresentative, except for acts of intentional misconduct. The powersSeller Representative’s powers shall include, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.without limitation:

Seller Representative. (a) Each Company Shareholder, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Loo See Yxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Transaction Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 2.7; (ii) receiving notices and communications pursuant to this Agreement and acting on behalf of such Person under the Seller Ancillary AgreementsEscrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation same manner with respect to all Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Company Shareholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Shareholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection shall be binding upon each Company Shareholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.17 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the adoption of the Merger or execution of a Incentive Unit Bonus and Release Agreement, as applicable, and by receiving the benefits thereof, including any consideration payable hereunder or thereunder, each Seller irrevocably appoints Merger Participant shall be deemed to have designated, and hereby designates, the Seller Representative as of the Closing for all purposes in connection with this Agreement and the agreements ancillary hereto, to act as such Seller Guarantor’s execute any and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do all instruments, certificates or other documents on behalf of such Seller Guarantor the Merger Participants, and such Seller to do any and all thingsother acts or things on behalf of the Merger Participants, including executing any and all documentswhich the Seller Representative may deem necessary or advisable, or which may be necessaryrequired pursuant to this Agreement, convenient the Escrow Agreement, Paying Agent Agreement or appropriate to facilitate otherwise, in connection with the consummation of the Stock Purchasetransactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) receiving execute the Escrow Agreement and disbursing payments to be made hereunder; Paying Agent Agreement on behalf of the Merger Participants, (ii) receiving notices and communications act for the Merger Participants with respect to any adjustments pursuant to this Agreement and the Seller Ancillary AgreementsAggregate Closing Date Consideration pursuant to Section 2.8; (iii) administering give and receive notices and communications to or from Parent and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, the Paying Agent Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the Seller Ancillary Agreementsextent that this Agreement, including the initiation and resolution of Escrow Agreement or the Paying Agent Agreement expressly contemplates that any disputes such notice or claims; communication shall be given or received by the Merger Participants, individually), (iv) making determinations to settle agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, any dispute between Parent and the Merger Participants, in each case relating to this Agreement, the Escrow Agreement or the Paying Agent Agreement, and (v) take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to act on behalf of the Merger Participants with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingdisposition, settling settlement or compromising other handling of all claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of under this Agreement, waivers of conditions and obligations under this the Escrow Agreement and the Seller Ancillary Agreements; (vii) asserting claims for Paying Agent Agreement and all rights or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers obligations arising under this Agreement, the Escrow Agreement and the Seller Ancillary Agreements; Paying Agent Agreement. The Merger Participants shall be bound by all actions taken and (ix) performing all acts, as contemplated by or deemed advisable documents executed by the Seller Representative in connection with this Agreement, the Escrow Agreement and the Paying Agent Agreement, and Parent shall be entitled to rely on any action, consent, instruction or decision of the Seller Representative Engagement Agreement and the Seller Ancillary Agreementsas being actions, consents, instructions or decisions of each Merger Participant. Notwithstanding the foregoing, Notices or communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf of or from the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Merger Participants. The Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in may resign at any ancillary agreement, schedule, exhibit or the Company Disclosure Lettertime. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.91

Seller Representative. (a) Each Earnout Participant, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Mx Xxxxxxx, in the capacity as the Seller Guarantor and Representative, as each Seller irrevocably appoints Seller Representative to act as such Seller GuarantorPerson’s and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution to do on behalf act in the name, place and stead of such Seller Guarantor and such Seller any and all thingsPerson, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of such Person from and after the Sellers, except as expressly provided herein, Closing in connection with: (i) controlling and making any determinations with respect to the vesting or surrender of the Earnout Shares under Section 2.3; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) waiving on behalf of such Person any provisions of Section 2.3 or the provisions of the Escrow Agreement (the “Seller Representative Provisions”) (provided, that any such action, if material to the rights and obligations of the Earnout Participants in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Earnout Participants unless otherwise agreed by each Earnout Participant who is subject to any disparate treatment of a potentially material and adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Representative Provision; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the Seller Ancillary Agreements and in performance of its duties as the Seller Representative Engagement Agreementand to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and for purposes any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of clarity, there are no the consideration provided to the Earnout Participants under this Agreement and to distribute the same to the Earnout Participants; and (viii) otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Provision. All decisions and actions by the Seller Representative, including any agreement between the Seller Representative in any ancillary agreementand Pubco, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, upon each Earnout Participant and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in respective successors and assigns, and neither they nor any other Party shall have the Adjustment Escrow Amountright to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.15 are irrevocable and coupled with an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Bxxxxxxx X. Xxxxx, solely in the capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to this Agreement and the any dispute or remedy arising under any Seller Ancillary AgreementsRepresentative Document; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (v) resolving, settling receiving all or compromising claims for indemnification asserted against any portion of the Seller Guarantors and consideration provided to the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ixvi) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 13.13 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hxxxxx accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.95

Seller Representative. (a) Silver Oak Capital, LLC is hereby constituted and appointed as Seller Representative by each Seller, and Seller Representative hereby accepts such appointment. Each Seller Guarantor agrees, by virtue of its adoption of this Agreement and each Seller irrevocably appoints pursuant to the Company LLC Agreement, that Seller Representative to act is hereby appointed as such Seller Guarantor’s and such Seller’s exclusive his, her or its representative, agent and true and lawful attorney-in-fact with full power of substitution to act and to do any and all things and execute any and all documents on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which that may be necessary, convenient or appropriate to facilitate the consummation of this Agreement, the Stock PurchaseTransaction Documents and the transactions contemplated hereby and thereby (including giving or agreeing to, including: (i) receiving on behalf of all or any of Sellers, any and disbursing payments all consents, waivers, amendments or modifications deemed by Seller Representative, in its sole and absolute discretion, to be made hereunder; necessary or appropriate under the terms of this Agreement and the Transaction Documents), the administration of and carrying out of the terms of this Agreement and the Transaction Documents and to act on his, her or its behalf for the specific purposes set forth in this Section 6.03. Seller Representative shall on behalf of Sellers (ii1) receiving give and receive notices and communications pursuant to or from Purchaser (on behalf of itself or any other Seller) with copies to each Seller’s and/or Purchaser’s Representatives relating to this Agreement or any other agreement, instrument or document contemplated hereby or executed in connection herewith; (2) negotiate and compromise claims and disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including, for the avoidance of doubt, any adjustment to the Purchase Price); (3) execute and deliver any amendment or waiver to this Agreement and the Transaction Documents and the other agreements, instruments, and documents, including all instruments to assign and transfer the Interests to Purchaser, contemplated hereby or executed in connection herewith; provided, that the execution of any amendment to this Agreement by Seller Ancillary AgreementsRepresentative must be approved by a majority in interest of the Sellers; (iii4) administering this exercise or refrain from exercising any remedies available to Sellers under the Agreement and the Seller Ancillary Agreementsother agreements, including the initiation instruments, and resolution of any disputes documents contemplated hereby or claimsexecuted in connection herewith; (iv5) making determinations to settle sign any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any such dispute or remedy; (v6) resolvingwaive any condition contained in this Agreement or other agreements, settling instruments, and documents contemplated hereby or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12executed in connection herewith; (vi7) agreeing retain such counsel, accountants and other professional advisors as Seller Representative reasonably deems necessary to amendments assist it in the performance of this Agreementits duties hereunder and pay fees, waivers of conditions costs and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreementsexpenses thereof; and (ix) performing 8) take all acts, as contemplated by actions necessary or deemed advisable by appropriate in the sole discretion of Seller Representative for the accomplishment of the foregoing or that Sellers could take if present and acting unanimously, in connection with this Agreement, each case without having to seek or obtain the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the consent of any Person under any circumstance; provided that Seller Representative shall have no obligation to act on behalf of the Sellers, Sellers except as expressly provided herein, in the Escrow this Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction This appointment of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are is coupled with an interest and will shall not be irrevocable revocable by any Seller Guarantor or any Seller in any manner or for any reason and survive reason. This power of attorney shall not be affected by the death, incompetenceillness, bankruptcy dissolution, disability, incapacity or liquidation other inability to act of the principal pursuant to any applicable Law. Seller and Representative shall be binding on the sole and exclusive means of asserting or addressing any successor theretoof the above, and no Seller shall survive the delivery of an assignment by have any right to act on its own behalf with respect to any such matters, other than any claim or dispute against Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor Party hereby authorizes, directs and each Seller irrevocably appoints Sxxxxxx Xxxxxxxx as the Seller Representative to act as such Seller Guarantor’s its sole and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution regarding any matter relating to do or arising after the date hereof under this Agreement, including determining, giving and receiving notices and processes hereunder, entering into any contracts and delivering any documents required and contesting and settling any and all claims or disputes under Sections 1.3(c) and for indemnification under Article 7 hereof, resolving any other disputes hereunder, performing the duties assigned to the Seller Representative hereunder, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, letters and other writings, and, in general, doing any and all things and taking any and all action that the Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement, and all other Transaction Documents and to engage and employ agents and representatives and to incur such other expenses as the Seller Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Seller Representative shall have the sole and exclusive right on behalf of such any Seller Guarantor Party to take any action or provide any waiver or receive any notice, in each case with respect to any claims or disputes under Sections 1.3(c) and such Seller any for indemnification under Article 7 and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Seller Representative, shall be absolutely and irrevocably binding on each Seller Party as if such Seller Party had taken such action, exercised such right, power or authority or made such decision or determination in such Seller Party’s individual capacity, and no Seller Party shall have the right to object, dissent, protest or otherwise contest the same. Except to the purchase price adjustments contemplated extent this Agreement obligates any Seller Party to take action following the Closing, any action required to be taken by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and Parties hereunder after the Sellers pursuant date of this Agreement or any action which the Seller Parties, at their election, have the right to Article 12; (vi) agreeing to amendments take hereunder after the date of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable shall be taken only by the Seller Representative in connection with this Agreement, the Escrow Agreement, the and no Seller Representative Engagement Agreement and the Party acting on such Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and Party’s own shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon entitled to take any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountaction.

Seller Representative. (a) Each CSC Shareholder Services LLC is hereby designated as “Seller Guarantor Representative” to represent each of the direct and each Seller irrevocably appoints indirect beneficial owners of the Company (the “Represented Parties”) following the Closing for all purposes of this Agreement other than with respect to the Contingent Purchase Price for which Newco shall act as representative. The Seller Representative to act as such Seller Guarantor’s shall have the following powers and such Seller’s exclusive agent and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingduties: (i) receiving to take such actions and disbursing payments to be made hereunderincur such costs and expenses as the Seller Representative, in its sole discretion, deems necessary or advisable to safeguard the interests of the Represented Parties in the Escrow Account; (ii) receiving notices to compromise, modify, settle, waive, relinquish, exchange, liquidate or otherwise resolve the rights of the Represented Parties in and communications pursuant to this Agreement and any amounts that are or may be payable after the Seller Ancillary AgreementsClosing by XXXX hereunder other than the Contingent Purchase Price), which compromise, modification, settlement, waiver, relinquishment, exchange, liquidation or resolution may include payment to the Represented Parties of cash, property or any combination thereof; (iii) administering this Agreement to employ accountants, investment banks, appraisers, and other experts, attorneys and such other agents as the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative may deem advisable; (iv) making determinations to settle any dispute with respect incur fees, costs and expenses relating to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors performance and the Sellers pursuant to Article 12; (vi) agreeing to amendments implementation of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby (including costs and therebyexpenses relating to third party paying agents, wire expenses and other costs and expenses relating to the payment of any amounts due hereunder), (v) to maintain a register of the Represented Parties; (vi) to receive and distribute the consideration payable hereunder, including payments from the Escrow Account and any earnings and proceeds thereon, and shall holdback therefrom, including from any Contingent Litigation Proceeds that may be finalpayable hereunder, binding and conclusive upon any amounts necessary or appropriate in the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each judgment of the Seller Guarantors Representative and the Sellers (without investigationvii) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to take all actions which the Seller Representative Group are coupled with an interest and will deems necessary or advisable in order to carry out the foregoing. The Seller Representative shall serve without compensation. The Seller Representative shall not be irrevocable by any Seller Guarantor or any Seller in any manner or liable to the Represented Parties for any reason and survive the death, incompetence, bankruptcy or liquidation performance of any Seller act or failure to act so long as it acted (or failed to act) in good faith within what it reasonably believed to be the scope of its authority and shall for a purpose which it reasonably believed to be binding on any successor thereto, and shall survive in the delivery of an assignment by any Seller best interests of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresented Parties.

Seller Representative. (a) Each Seller Guarantor and each Seller irrevocably appoints The Seller Representative to act is hereby irrevocably appointed as such Seller Guarantor’s the representative, agent, proxy, and such Seller’s exclusive agent and true and lawful attorney-in-fact with for the Seller for all purposes under this Agreement including the full power of substitution to do and authority on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingSeller’s behalf: (i) receiving to consummate the transactions contemplated under this Agreement and disbursing payments to be made hereunder; the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the other Transaction Documents), (ii) receiving notices to negotiate and communications settle disputes arising under, or relating to, this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the other Transaction Documents), (iii) to receive and disburse to the Parent Securityholders or Seller any funds received on behalf of the Seller under this Agreement or the other Transaction Documents or otherwise, (iv) to withhold any amounts received on behalf of the Seller pursuant to this Agreement or the other Transaction Documents, including the Representative Holdback Amount, or otherwise to satisfy any and all obligations or liabilities incurred by the Seller Representative in the performance of their duties hereunder, (v) to direct the distribution of funds, designate or engage a paying agent to distribute funds (including any amounts paid to the Seller in accordance with Section 2.4 (Escrow) and Section 2.5 (Earnout)), make or direct payments of funds from the Representative Holdback Amount, give receipts for funds, authorize deliveries to the Purchaser of cash from the Escrow Accounts in satisfaction of claims asserted by the Purchaser, and object to any claims by any Person against the Escrow Accounts, (vi) to execute and deliver any amendment or waiver to this Agreement and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the other Transaction Documents) without the prior approval of the Seller Ancillary Agreements; or any Parent Securityholder and (iiivii) administering to take all other actions to be taken by or on behalf of the Seller in connection with this Agreement and the Seller Ancillary Agreementsother agreements, instruments, and documents contemplated hereby or executed in connection herewith (including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated other Transaction Documents). The Seller, by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of signing this Agreement, waivers of conditions further agree that such agency and obligations under this Agreement and proxy are coupled with an interest, are therefore irrevocable without the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions consent of the Seller Guarantor Representative and shall survive the Sellers under this Agreement death, incapacity, bankruptcy, dissolution or liquidation of the Seller. All decisions and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable actions by the Seller Representative in connection with this Agreementshall be binding upon the Seller, and the Escrow AgreementSeller shall have the right to object, dissent, protest or otherwise contest the same. The Purchaser may conclusively rely, without independent verification or investigation, upon any such decision or action of the Seller Representative Engagement Agreement as being the binding decision or action of the Seller, and the Purchaser shall not be liable to the Seller Ancillary Agreementsor any other Persons for any actions taken or omitted from being taken by them or by the Purchaser in accordance with or reliance upon any such decision or action of the Seller Representative. Notwithstanding the foregoingThe Seller Representative shall act by a majority in interest of Oak Hill Capital Partners III, the L.P. and Oak Hill Capital Management Partners III, L.P. The Seller Representative shall have no obligation duties or obligations to act on behalf of the SellersSeller hereunder, except as expressly provided herein, set forth in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and each Seller hereby irrevocably appoints Seller Representative and authorizes C. Dxxxxxx Xxxx to act as such Seller Guarantor’s its respective representative and such Seller’s exclusive agent and true and lawful attorney-in-fact (the “Seller Representative”) with full power of substitution authority, in its sole discretion, to do on behalf of such Seller Guarantor (a) negotiate, defend, pursue, settle and such Seller pay any and all things, including executing any and all documents, indemnification claims or other disputes with Buyer which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of arise under this Agreement, waivers (b) execute, as Seller Representative and as attorney-in-fact for each Seller, and take all actions required of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and permitted to the Sellers under this Agreement and any other agreement or document required to be executed by the Sellers in connection with the transactions contemplated herein, including the Transaction Documents, (c) take any other action specifically authorized by this Agreement or that may be necessary or desirable on behalf of the Sellers in connection with this Agreement or any other agreement or document required to be delivered in connection herewith or in connection with the transaction contemplated herein, (d) exercise or refrain from exercising any remedies available to Sellers under this Agreement, and (e) approve and execute amendments to this Agreement or waive portions of this Agreement on behalf of the Sellers. The appointment of the Seller Ancillary Agreements; Representative by each Seller as its attorney-in-fact hereunder is coupled with an interest and (ix) performing all actsirrevocable In the event of the incapacity or refusal to serve of C. Dxxxxxx Xxxx as the Seller Representative, then Jxxx Xxxxx shall be the successor Seller Representative. The Seller Representative shall act as contemplated the representative of the Sellers with respect to any act or decision to be taken or made by or deemed advisable Sellers hereunder, and the Buyer shall be entitled conclusively to rely upon any action taken by the Seller Representative in connection with this Agreementas an action of all the Sellers or the Remaining Sellers as applicable, including without limitation as the Escrow Agreementaction of Sellers or Remaining Sellers under Sections 2.04, 2.08 and 2.09 and under Articles VI and VIII. Notice sent by the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, Buyer to the Seller Representative shall have no obligation the same force and effect as if delivered to act on behalf each of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor and By executing this Agreement, each Seller (and, by executing and delivering its applicable Redemption Agreement, each Minority Interest Holder) hereby irrevocably constitutes, designates and appoints the Seller Representative to act as such Seller Guarantor’s negotiate, execute and deliver any and all instruments or other documents on behalf of such Seller’s exclusive agent , and true and lawful attorney-in-fact with full power of substitution to do any and all other acts or things on behalf of such Seller Guarantor (and such Minority Interest Holder, as applicable), which the Seller any and all thingsRepresentative may deem necessary or advisable, including executing any and all documents, or which may be necessaryrequired pursuant to this Agreement, convenient the Disbursement Agreement, the Escrow Agreement or appropriate to facilitate otherwise, in connection with the consummation of the Stock PurchaseTransaction and the performance of all obligations hereunder or thereunder at or following the Closing, includingincluding the exercise of the power to: (ia) receiving give and disbursing payments to be made hereunder; (ii) receiving receive notices and communications pursuant to or from Buyer and/or the Disbursement Agent relating to this Agreement, the Disbursement Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement, the Disbursement Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by any such Seller individually), (b) amending or waiving any provision of this Agreement on behalf of the Sellers and Minority Interest Holders, (c) terminate this Agreement in accordance with Section 9.1 and (d) take all actions necessary or appropriate in the judgment of the Seller Ancillary Agreements; Representative for the accomplishment of the foregoing. The Seller Representative shall have authority and power to act on behalf of each Seller (iiiand each Minority Interest Holder) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by disposition, settlement or other handling of all claims under this Agreement (other than with respect to Section 2.3(b10.2(b) and 10.2(c) with respect to which only the applicable Indemnifying Party shall act on its own behalf); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors Escrow Agreement and the Sellers pursuant to Article 12; (vi) agreeing to amendments of Disbursement Agreement and all rights or obligations arising under this Agreement, waivers of conditions and obligations under this the Escrow Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Disbursement Agreement. The Sellers and resolving, settling or compromising any such claim; (viii) taking any other Minority Interest Holders shall be bound by all actions of the Seller Guarantor taken and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable documents executed by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Disbursement Agreement, and Buyer shall be entitled to rely on any action or decision of the Seller Ancillary AgreementsRepresentative. Notwithstanding the foregoingExcept as otherwise set forth in this Agreement, notices or communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the or from each Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the SellersMinority Interest Holder. The powers, immunities and rights to indemnification granted grant of authority to the Seller Representative Group are provided for in this Section 11.17, (i) is coupled with an interest and will shall be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetenceincompetency, bankruptcy or liquidation of any Seller or any Minority Interest Holder, and (ii) shall survive the Closing. All decisions and actions by the Seller Representative, including the defense, arbitration or settlement of any claims for which the Sellers and Minority Interest Holders may be required to indemnify Buyer Indemnified Parties pursuant to ARTICLE X (other than with respect to Section 10.2(b) and 10.2(c)) as well as the disbursement of all or any portion of the Escrow Amount pursuant to this Agreement and the Escrow Agreement in respect thereof, shall be binding on any successor theretoupon the Sellers and Minority Interest Holders, and no Seller or Minority Interest Holder shall survive have the delivery of an assignment by any Seller of right to object, dissent, protest or otherwise contest the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountsame.

Seller Representative. (a) Each Sellers hereby appoint Xxxxxxx X. Xxxxxxx to serve as the “Seller Guarantor and each Seller irrevocably appoints Representative” for purposes of all matters expressly set forth in this Agreement to be performed by the Seller Representative and Xx. Xxxxxxx hereby consents and agrees to such appointment. The Seller Representative may be removed from such position at any time upon the written election of Sellers who collectively hold a majority of the Pro Rata Percentages (a “Seller Majority”); provided that a Seller Majority elects a replacement Seller Representative prior to or simultaneously with such removal, and Buyer is given prompt written notice of such replacement; provided further that no such designation of a replacement Seller Representative shall be effective unless and until such replacement Seller Representative has agreed in writing to serve in such capacity. The designation of the Seller Representative is coupled with an interest, and, except as set forth in the immediately preceding sentence, such designation is irrevocable and shall not be affected by the death, incapacity, illness, bankruptcy, dissolution or other inability to act of any Seller. Each replacement Seller Representative shall have all the power, authority, rights and privileges conferred by this Agreement upon the original Seller Representative and the term “Seller Representative” as used herein shall be deemed to include any such replacement Seller Representative. The Seller Representative, including any replacement of any such Seller Representative, is authorized to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact for Sellers with full power of substitution and authority, in its discretion, to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to enforce this Agreement and the Seller Ancillary Agreements; (iii) administering Escrow Agreement against the parties hereto and thereto, and to execute any amendment or waiver of this Agreement and the Seller Ancillary AgreementsEscrow Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement or the Escrow Agreement, including to give and receive notices and communications and, without limiting the initiation foregoing provisions of this Section 10.14, dispute any decision or determination of Buyer following the Closing, to agree to, negotiate, enter into settlements and resolution of any disputes or claims; (iv) making determinations compromises of, and to settle any dispute comply with court orders with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolvingany dispute, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising take any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as actions contemplated by or deemed advisable by the Seller Representative in connection with under this Agreement, Agreement or the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, take all actions necessary or appropriate in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations judgment of the Seller Representative in for the accomplishment of any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountforegoing.

Seller Representative. (a) Each The Seller Guarantor and each Seller irrevocably hereby appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive the representative, agent and true and lawful attorney-in-fact of Seller and each securityholder of Seller for all purposes in connection with full power this Agreement and the transactions contemplated hereby. In addition, by voting in favor of substitution to do on behalf the adoption of such Seller Guarantor this Agreement, the approval of the principal terms hereof, and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) transaction or participating in the transaction and/or receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreementsbenefits thereof, including the initiation right to receive the consideration payable in connection herewith, each securityholder of Seller shall be deemed to have approved the designation of, and resolution hereby designates, Shareholder Representative Services LLC as the Seller Representative. The Seller Representative may resign at any time. The Seller Representative will incur no liability of any disputes or claims; (iv) making determinations to settle any dispute kind with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling any action or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable omission by the Seller Representative in connection with the Seller Representative’s services in connection with this Agreement, except in the Escrow event of liability directly resulting from the Seller Representative’s bad faith, gross negligence or willful misconduct. The Seller and the Seller’s securityholders will indemnify, defend and hold harmless the Seller Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Seller Representative’s execution and performance of this Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the bad faith, gross negligence or willful misconduct of the Seller Representative, the Seller Representative Engagement Agreement and will reimburse the applicable Seller Ancillary Agreementsor Seller securityholder the amount of such indemnified Representative Loss to the extent attributable to such bad faith, gross negligence or willful misconduct. Notwithstanding the foregoing, In no event will the Seller Representative shall have no obligation be required to act advance its own funds on behalf of the Sellers, except as expressly provided herein, in Sellers or otherwise. The foregoing indemnities will survive the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations resignation or removal of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction termination of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor (excluding Operator) hereby constitutes and each Seller irrevocably appoints Seller Representative to act Operator as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful agent, representative and attorney-in-fact with full power hereunder (including under any escrow agreement entered in connection herewith, under which Operator will serve as the party thereto on behalf of substitution Sellers) (the “Seller Representative”), to do act in the name and on behalf of such Seller Guarantor to take any action authorized or required to be taken by the Seller Representative pursuant to the terms of this Agreement. Without limiting the foregoing, and notwithstanding anything in this Agreement to the contrary, each Seller agrees that Operator shall be authorized on such Seller any Seller’s behalf and all responsible hereunder, to, among other things, (a) deliver and receive all notices, statements, reports, and other information given by or addressed to Sellers hereunder, (b) receive all amounts payable to Sellers hereunder, (c) make, on a joint basis, all decisions, elections and similar rights that Sellers are entitled to make hereunder (including executing any decisions, elections and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute similar rights with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against Allocated Values of the Seller Guarantors Assets and the Sellers pursuant allocation of the Purchase Price amongst Sellers, and any amendments to Article 12; (vi) agreeing to amendments of this Agreement), waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ixd) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for otherwise perform all of the obligations of Seller Guarantors and the Sellers under this Agreement. Operator shall be responsible for delivering to each Seller all such notices, the Seller Ancillary Agreementsstatements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and therebyreports, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writingother information, and Acquirordisbursing to Sellers their respective proportionate shares of all amounts received by Operator on their behalf. OPERATOR AGREES TO INDEMNIFY, its Affiliates and Representatives may rely upon any such decisionDEFEND AND HOLD HARMLESS, actAND EACH SELLER RELEASES, consent or instruction of Seller Representative as being the decisionBUYER AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL LIABILITIES IN FAVOR OF SUCH SELLER ARISING OUT OF, actOR RESULTING IN ANY WAY FROM, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powersTHE PERFORMANCE AND DISCHARGE, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the deathOR THE FAILURE TO PERFORM OR DISCHARGE, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountBY OPERATOR OF ITS RESPONSIBILITIES UNDER THIS SECTION 14.14.

Seller Representative. (a) Each Seller Guarantor and each stockholder of the Company, by virtue of the adoption of this Agreement and approval of the Merger by the holders of Company Common Stock (regardless of whether or not all stockholders vote in favor of or consent to the adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxxxxx (each, a “Seller irrevocably appoints Committee Representative” and together with any successors, the “Seller Representative”) as his, her or its joint representatives for purposes of this Agreement. There shall not at any time be more or less than two (2) Seller Committee Representative. The Seller Committee Representatives, acting jointly, shall be deemed the Seller Representative hereunder, and all actions required or permitted to act as such be approved by, and taken by, the Seller Guarantor’s Representative shall be deemed approved if and such Seller’s exclusive agent only if approved unanimously by the Seller Committee Representatives. The holders of Company Common Stock and true and lawful attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller their respective successors shall be bound by any and all things, including executing any and all documents, which may be necessary, convenient actions taken by the Seller Representative on their behalf under or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant otherwise relating to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments other documents contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement hereby and the transactions contemplated hereby hereunder and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors thereunder as if such actions were expressly ratified and confirmed by each of them in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of . The Seller Representative shall not be liable to any holder of Company Common Stock for any act done or omitted to be done as being Seller Representative absent bad faith or gross negligence. In the decisionevent any Seller Committee Representative is unable or unwilling to serve or shall resign, act, consent or instruction a successor Seller Committee Representative shall be selected by the holders of each a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Seller Guarantors Committee Representative may not resign, except upon 30 days prior written notice to Buyer and Merger Sub. In the Sellers event of a notice of proposed resignation, or any death, disability or other replacement of a Seller Committee Representative, a successor shall be appointed effective immediately thereafter (without investigationand, in the case of a death of a Seller Committee Representative, the successor shall be deemed to be the executor or other representative of such Seller Committee Representative’s estate) and none of Acquiror or any of its Affiliates or Representatives Buyer and Merger Sub shall have any liability to any Seller Guarantor or any Seller as a result be notified promptly of such relianceappointment by the other Seller Committee Representative. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or No resignation, nor any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powersother replacement, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller Committee Representative is effective against the Buyer or Merger Sub until selection of a successor and prior written notice to the Buyer and Merger Sub of such selection (such consent not to be unreasonably withheld). Each successor Seller Committee Representative shall be binding on any successor theretohave all the power, rights, authority and shall survive privileges hereby conferred upon the delivery of an assignment by any original Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountCommittee Representative.

Seller Representative. (a) Each The Sellers, on behalf of themselves and their successors and assigns (collectively, the "Seller Guarantor Represented Persons"), by execution and each delivery of this Agreement, hereby irrevocably appoint Yellow River (Cayman) Limited, in the capacity as the seller representative (the "Seller irrevocably appoints Seller Representative to act Representative"), as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful their agent, attorney-in-fact and representative, with full power of substitution to do act in the name, place and stead of the Seller Represented Persons, to act on behalf of such each the Seller Guarantor Represented Persons from and such Seller any and after the date of this Agreement for all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchasepurposes in connection with this Agreement, including: (i) receiving making on behalf of the Seller Represented Persons any determinations and disbursing payments taking all actions on their behalf relating to be made hereunder; the determination of the Finally Determined Shares, the adjustment to the Exchange Consideration under Section 2.5 and any disputes with respect thereto, (ii) receiving notices making on behalf of such Persons any determinations and communications pursuant taking all actions on their behalf relating to this Agreement the determination of the Revenue and whether the Seller Ancillary Agreementsconditions for the delivery of the Earnout Shares have been satisfied under Section 2.6, and any disputes with respect thereto; (iii) administering this Agreement and the Seller Ancillary Agreementsterminating, including the initiation and resolution of any disputes amending or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions waiving on behalf of the Seller Guarantor and the Sellers under Represented Persons any provision of this Agreement and the Seller or any Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by Document which expressly contemplates that the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to will act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations ; (iv) signing on behalf of the Seller Representative in Represented Persons any ancillary agreement, schedule, exhibit releases or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability other documents with respect to any Seller Guarantor dispute or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to Document which expressly contemplates that the Seller Representative Group will act on behalf of any Seller Represented Persons; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction or any post-Closing consideration adjustment; and (vii) otherwise enforcing the rights and obligations of any Seller Represented Person under this Agreement or any Ancillary Document which expressly contemplates that the Seller Representative will act on behalf of such Seller Represented Person, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Seller Represented Person. All decisions and actions by the Seller Representative shall be binding upon the Seller Represented Persons, and no Seller Represented Person nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The Sellers, on behalf of themselves and the other Seller Represented Persons, acknowledges and agrees that it and they shall not: (x) prohibit the Purchaser or the Purchaser Representative from seeking proper discovery of documents and other information; or (y) permit the Seller Representative or the Seller Represented Persons from asserting that such documents are not discoverable. The provisions of this Section 12.15 are irrevocable and coupled with an interest interest. The Seller Representative hereby accepts its appointment and will be irrevocable by any authorization as the Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Sxxxxxx Xxxxx, in its capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.13; (ii) receiving notices and communications pursuant to this acting on behalf of such Person under the Escrow Agreement and the Seller Ancillary Agreementsor Purchase Price Escrow Agreement; (iii) administering this Agreement terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and resolution of any disputes or claimsadverse nature); (iv) making determinations to settle signing on behalf of such Person any dispute releases or other documents with respect to the purchase price adjustments contemplated by Section 2.3(b)any dispute or remedy arising under any Seller Representative Document; (v) resolvingemploying and obtaining the advice of legal counsel, settling or compromising claims for indemnification asserted against accountants and other professional advisors as the Seller Guarantors Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and the Sellers pursuant to Article 12rely on their advice and counsel; (vi) agreeing incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to amendments the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of this Agreement, waivers of conditions and obligations the consideration provided to the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Stockholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other such Persons under any Seller Representative Document, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.14 are irrevocable and coupled with this Agreement, the Escrow Agreement, an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By virtue of the execution and delivery of this Agreement, each Seller irrevocably appoints Seller Representative of the Selling Securityholders (and, prior to act the Closing, the Company) shall be deemed to have agreed to appoint [***] as such Seller Guarantor’s and such Seller’s exclusive its representative, agent and true and lawful attorney-in-fact with full power of substitution to do fact, as the Seller Representative for and on behalf of the Selling Securityholders and Optionholders (and, prior to the Closing, the Company) for purposes of acting in the name and stead of such Seller Guarantor Selling Securityholder and such Seller any Optionholders in connection with this Agreement and all thingsthe Related Agreements, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving giving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to and acting on the Selling Securityholders’ behalf hereunder for all purposes in connection with this Agreement and the Seller Ancillary Related Agreements; , (ii) employing legal counsel on behalf of the Selling Securityholders, (iii) administering this Agreement paying any legal, accounting, investment banking, or other fees and expenses incurred by the Seller Ancillary AgreementsRepresentative on the Selling Securityholders’ behalf in consummating the Transactions, including the initiation and resolution of any disputes or claims; (iv) making determinations authorizing payment to settle any dispute Certain confidential information contained in this document, marked by [***], has been omitted because Roivant Sciences Ltd. (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Indemnified Party, (v) objecting to such payments, (vi) prosecuting, defending, negotiating, or settling claims arising under this Agreement, (vii) demanding arbitration and complying with orders of courts and awards of arbitrators with respect to the purchase price adjustments contemplated by Section 2.3(b); such claims, and (vviii) resolvingmaking, settling or compromising claims for indemnification asserted against executing, acknowledging and delivering all such contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions, which the Seller Guarantors Representative, in its sole discretion, may consider necessary or proper in the best interests of the Selling Securityholders and Optionholders in connection with or to carry out the Sellers pursuant to Article 12; (vi) agreeing to amendments terms of this Agreement, waivers of conditions as fully as if such Selling Securityholders and obligations under this Agreement Optionholders were personally present and acting. Such agency may be changed by the Selling Securityholders and Optionholders from time to time upon not less than [***] prior written notice to Purchaser; provided, however, that the Seller Ancillary Agreements; (vii) asserting claims for or defending claims Representative may not be removed unless Selling Securityholders and Optionholders entitled to two-thirds of indemnification under Article 8 the Purchase Price agree to such removal and resolving, settling or compromising any such claim; (viii) taking any other actions to the identity of the substituted agent. No bond shall be required of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by Representative. Notices or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf of or from the SellersSelling Securityholders and Optionholders (and, except as expressly provided herein, in prior to the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this AgreementClosing, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountCompany).

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Sxxxxxx Xxxxxxxxxxx, in the capacity of Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Stockholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to this Agreement and the any dispute or remedy arising under any Seller Ancillary AgreementsRepresentative Document; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (v) resolving, settling receiving all or compromising claims for indemnification asserted against any portion of the Seller Guarantors and consideration provided to the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ixvi) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative or the Purchaser shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. 28 (a) a)The Sellers hereby appoint Mr. Gianfranco Chiapparini as the “Seller Representative.” The Seller Representative shall serve as representative of the Sellers with full power and authority to take all actions under this Agreement and the Ancillary Agreements solely on behalf of each of such Sellers. Each Seller Guarantor and each Seller by approval of this Agreement, hereby irrevocably appoints the Seller Representative to act as such Seller Guarantor’s the agent, proxy and such Seller’s exclusive agent and true and lawful attorney-in-fact with for such Seller for all purposes of this Agreement, including full power of substitution and authority on such Seller’s behalf (i) to do consummate the transactions contemplated herein, (ii) to execute and deliver on behalf of such Seller Guarantor and any amendment or waiver hereto, (iii) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (iv) to negotiate, settle, compromise and otherwise handle all disputes under Sections 2.4 and 2.7 and claims made under Sections 5.3 or Article 6 hereof, and (v) to do each and every act and exercise any and all thingsrights which such Seller or Sellers collectively are permitted or required to do or exercise under this Agreement or the Ancillary Agreements. Each Seller agrees that such agency and proxy are coupled with an interest, including executing are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity or bankruptcy of any Seller. Neither the Seller Representative nor any agent employed by it shall incur any liability to any Seller relating to the performance of its duties hereunder except for actions or omissions constituting fraud, willful misconduct, gross negligence or willful misconduct. (b)The Seller Representative, where the Seller Representative concerned is a legal person, agrees that it shall not commence proceedings to liquidate, dissolve or wind up its affairs without providing to Buyer and all documentseach other Seller prior written notice of its intention to do so. Upon receipt of such notice, Buyer and the Seller Representative shall have the right, and hereby agree, to appoint a mutually acceptable substitute Person (which may or may not be necessarya Seller) to act as “Seller Representative” hereunder with all rights, convenient or appropriate powers and authority to facilitate the consummation act on behalf of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications Sellers as the initial Seller Representative has pursuant to this Agreement and the Seller Ancillary Agreements; Section 7.1(b). (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes c)Any expenses or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable liabilities incurred by the Seller Representative in connection with the performance of its duties in such capacity under this AgreementAgreement or the Ancillary Agreements shall be reimbursed to the Seller Representative by the Sellers, if any. The Seller Representative may from time to time submit invoices to the Escrow AgreementSellers covering their Pro Rata Portion of such expenses and/or liabilities and, upon the request of any Seller, shall provide such Seller with an accounting of all expenses paid. In addition to any other rights or remedies, the Seller Representative Engagement Agreement and may, upon prior or contemporaneous written notice, offset any amounts determined by it to be owed by any Seller to the Seller Ancillary AgreementsRepresentative against any amounts to be paid to the Sellers. Notwithstanding the foregoing(d)Each Seller shall severally, but not jointly, based on their respective Pro Rata Portion, indemnify and hold harmless, the Seller Representative shall have no obligation to act on behalf from any and all losses, liabilities and expenses (including the reasonable fees and expenses of the Sellers, except as expressly provided herein, counsel) arising out of or in the Escrow Agreement, in connection with the Seller Ancillary Agreements Representative’s execution and performance (solely in its capacity as the Seller Representative Engagement and not in its capacity as a Seller) of this Agreement and the Ancillary Agreements, except for fraud or willful misconduct by the Seller Representative. This indemnification will survive the termination of this Agreement and the Ancillary Agreements. The Seller Representative may, in all questions arising under this Agreement, rely on the advice of counsel and for purposes of clarityanything done, there are no obligations of omitted or suffered in good faith by the Seller Representative in accordance with such advice, the Seller Representatives will not be liable to the Sellers. In no event will the Seller Representative (solely in its capacity as the Seller Representative and not in its capacity as a Seller) be liable hereunder or in connection herewith to any ancillary agreementof the Sellers for any indirect, schedulepunitive, exhibit special or consequential damages. (e)Each Seller (including, in each case for purposes of this Section 7.1(e), the Company Disclosure LetterSeller Representative) agrees that Buyer and, following the Closing, each Opto-tech Entity, shall be entitled to rely on any action taken by the Seller Representative, on behalf of each Seller (each, an “Authorized Action”), and that each Authorized Action shall be binding on each Seller as fully as if such Seller had taken such Authorized Action. A decisionEach Seller agrees to pay, actand to indemnify and hold harmless, consent each of the Buyer Parties from and against any Losses which they may suffer, sustain, or instruction become subject to, as the result of any claim by any Person that an Authorized Action is not binding on, or enforceable against, any Seller. In addition, each Seller hereby releases and discharges Buyer and, following the Closing, each Opto-tech Entity, from and against any Losses arising out of or in connection with the Seller Representative’s failure to distribute any amounts received by the Seller Representative on the Sellers’ behalf to the Sellers. Payment of all amounts paid by or on behalf of Buyer to the Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of payment by Buyer to each of the Seller Guarantors Sellers and satisfaction of the Sellers Buyer’s obligation to pay such amount hereunder (without investigation) and none of Acquiror or notwithstanding any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment withholding by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the SellersRepresentative). The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount2.

Seller Representative. (a) Each Seller Guarantor and By virtue of this Agreement, each Seller irrevocably hereby appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s its exclusive agent and true and lawful attorney-in-fact to act on its behalf with full power of substitution respect to do on behalf of such Seller Guarantor and such Seller any and all thingsclaims, including executing any and all documentscontroversies, which may be necessary, convenient or appropriate to facilitate the consummation disputes arising out of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to terms of this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreementsother Transaction Documents, including the initiation and resolution of any disputes or claims; (iva) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)arising under any provision of Article II of this Agreement; and (vb) resolvingdefending all indemnity claims, consenting to, compromising or settling or compromising all indemnity claims, so long as such indemnity claims for indemnification asserted are brought against the Seller Guarantors Sellers and the Sellers otherwise acting pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsVII; and (ix) performing all acts, as contemplated by or deemed advisable actions taken by the Seller Representative in connection with this Agreement, pursuant to the Escrow Agreement, the Seller Representative Engagement Agreement foregoing appointment and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and authority shall be final, binding upon each Seller and conclusive upon the Seller Guarantors his successors and Sellers and their successors assigns as if expressly ratified and confirmed in writingwriting by each Seller. Each Seller further agrees that the Seller Representative shall have the power to (x) receive all notices and communications directed to the Seller Representative or the Company with respect to any claims, controversies, or disputes arising out of the terms of this Agreement (or the other Transaction Documents) and to take any action or no action in connection therewith as it may deem appropriate, and Acquiror(y) to take any action (or determine to take no action) with respect to the foregoing appointment and authority as it may deem appropriate as effectively as the Company or each Seller could act itself, its Affiliates including the settlement or compromise of any dispute or controversy under the indemnification provisions hereof or any other document entered into in connection herewith, provided that, if any indemnity claim is brought against any Seller or group of Sellers on a non-pro rata basis, then such Sellers shall have the right to proceed in respect thereof and Representatives may the authority granted to the Seller Representative pursuant to this Section 7.6 shall not apply in such instance. The authority granted hereunder is deemed to be coupled with an interest. Buyer shall have the right to rely upon on any such decision, act, consent actions taken or instruction of omitted to be taken by the Seller Representative as being the decision, act, consent act or instruction of each omission of the Sellers, without the need for any inquiry. The Sellers agree that the Seller Guarantors and Representative shall have no liability to the Sellers (without investigation) and none of Acquiror for any loss, damage or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller which they may incur as a result of such reliance. Any payment by Acquiror to Seller Representative (any action taken in such capacity) good faith hereunder or under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors other document entered into in connection herewith, and the Sellers. The powers, immunities Sellers agree to indemnify and rights to indemnification granted to hold the Seller Representative Group are coupled with an interest free and will be irrevocable by harmless against any and all loss, damage or liability which the Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation Representative may sustain as a result of any Seller action taken in good faith hereunder or under any other document entered into in connection herewith, including any legal fees and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountexpenses.

Seller Representative. (a) Each Company Stockholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Dx. Xxxxxxxxxx Xxxxxxxx, in his capacity as the Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under the Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 1.13; (ii) receiving notices terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and communications pursuant to this Agreement and obligations of the Company Stockholders in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) administering this Agreement and the signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative Document; (iv) making determinations employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; (viviii) agreeing receiving all or any portion of the consideration provided to amendments of this Agreement, waivers of conditions and obligations the Company Stockholders under this Agreement and to distribute the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of same to the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary AgreementsCompany Stockholders in accordance with their Pro Rata Share; and (ix) performing otherwise enforcing the rights and obligations of any such Persons under any Seller Representative Document, including giving and receiving all acts, as contemplated by notices and communications hereunder or deemed advisable thereunder on behalf of such Person. All decisions and actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative or the Purchaser shall be binding upon each Company Stockholder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hxxxxx accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each By virtue of the execution of this Agreement by each Seller, and without further action of any Seller, the Sellers will be deemed to have irrevocably constituted and appointed Cxxxx Xxxxxxxxxxx as “Seller Guarantor Representative” (and each Seller irrevocably appoints Seller Representative to act by execution of this Agreement Cxxxx Xxxxxxxxxxx hereby accepts such appointment) as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact for and on behalf of Sellers, with full power of substitution substitution, to do on behalf act in the name, place and stead of such each Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant with respect to this Agreement and the taking by Seller Ancillary AgreementsRepresentative of any and all actions and the making of any decisions required or permitted to be taken by any Seller under this Agreement, in each case either (x) on and prior to the Closing, and (y) immediately following the Closing. Such powers shall include the exercise of the power to: (i) give and receive notices and communications under this Agreement; (ii) receive and pay funds under this Agreement, (iii) administering prepare and deliver documents, certificates and instruments, and give instructions, under this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation and resolution of any disputes or claims; (iv) making determinations authorize or object to settle claims for indemnification made by any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)Buyer Indemnitee under this Agreement; (v) resolvingagree to, settling or compromising negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12made by any Buyer Indemnitee under this Agreement; (vi) agreeing agree to, negotiate, enter into settlements and compromises of, and comply with orders or otherwise handle any other matters specifically delegated to amendments of Seller Representative in this Agreement, waivers of conditions ; and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for take all actions necessary or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions appropriate in the good faith judgment of the Seller Guarantor and Representative for the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding accomplishment of the foregoing; provided, that the Seller Representative shall have no obligation authority to act take any action on behalf of or prior to the Sellers, Closing which would bind any Company following the Closing except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment otherwise consented to in writing by Acquiror to the Seller Guarantors and the SellersBuyer. The powers, immunities and rights to indemnification granted to the Seller Representative Group are power of attorney hereby is coupled with an interest and will be irrevocable is irrevocable; provided, that the power of attorney granted by this Section shall, without any further action by any Person, be deemed automatically revoked and of no further effect with respect to any Company immediately following the Closing. The identity of the Seller Guarantor or any Representative and the terms of the agency may be changed, and a successor Seller Representative may be appointed, from time to time (including in any manner or for any reason and survive the event of the death, incompetencedisability or other incapacity of the Seller Representative) by the consent of Sellers accounting for at least fifty percent of the Pro Rata Shares, bankruptcy and any such successor will succeed the Seller Representative as Seller Representative under this Agreement. Amounts paid by or liquidation on behalf of any Buyer to the Seller and Representative on behalf of the Sellers shall be binding on any successor thereto, and shall survive treated as received by the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountSellers.

Seller Representative. (a) Each Seller Guarantor TA, Marshall and each Seller hereby irrevocably appoints Seller Representative to act as such Seller Guarantor’s constitute and such Seller’s exclusive agent appoint Xxx Xxxshall, with full power of substitution and re-substitution, xx xxx xxx their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the "Seller Representative"), with full power of substitution to do act for and on behalf of such Seller Guarantor TA and such Seller any the Sellers, and each of them, for all thingspurposes under this Agreement and in connection with the transactions contemplated hereby including, including executing any and all documentswithout limitation, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingfor purposes of: (i) receiving determining the amount of any Damages (as such term is hereinafter defined) suffered or incurred by FreeStar and disbursing payments the number of shares of FreeStar Common Stock to be made hereunder; delivered for cancellation in satisfaction of the Sellers' indemnification obligations, (ii) determining the amount of Seller Damages (as that term is hereinafter defined) suffered or incurred by the Sellers, (iii) receiving notices from FreeStar given under this Agreement, of which the Seller Representative will give a copy to the other Sellers, (iv) approving and communications pursuant agreeing with FreeStar as to additions, deletions, changes, modifications and amendments to this Agreement and the Seller Ancillary Agreements; Annexes hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Sellers, and (iiiv) administering this Agreement settling finally and the Seller Ancillary Agreements, including the initiation and resolution of completely any disputes or claims; controversies among the parties hereto (ivother than solely among the Sellers) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling interpretation or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments effect of this Agreement, waivers of conditions and obligations or damages or relief under this Agreement and any and all transactions contemplated hereby. The Seller Representative shall be entitled to reimbursement by the Seller Ancillary Agreements; (vii) asserting claims Sellers from the consideration actually payable to the Sellers or otherwise for or defending claims of indemnification under Article 8 all reasonable costs and resolvingexpenses incurred by him in fulfilling his duties hereunder, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of shares of TA Common Stock owned immediately prior to the Closing. The Sellers agree that the Seller Representative may make reasonable requests for advances to cover such costs and expenses, and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by Sellers will promptly make such advances. In no event will FreeStar be liable for any costs or deemed advisable expenses of any nature incurred by the Seller Representative in connection with this Agreementits capacity as such. TA AND EACH SELLER, the Escrow AgreementJOINTLY AND SEVERALLY, AGREE THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SELLERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION 1.07. FreeStar shall not have any obligation or liability to indemnify or defend the Seller Representative Engagement Agreement in respect of any claim or liability asserted against the Seller Representative by any Seller or its successors or assigns. All determinations, decisions, actions and the Seller Ancillary Agreements. Notwithstanding the foregoing, like made by the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, conclusive and binding and conclusive upon the Seller Guarantors and all Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent all persons claiming under or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountthrough them.

Seller Representative. (a) Each The Seller Guarantor Representative is hereby designated and appointed, and the Seller Representative hereby agrees to serve, following the Closing, as the representative of each Blocker Stockholder, each Non-Blocker Company Member and each Seller irrevocably appoints of their respective successors and assigns (collectively, the “Represented Persons”), for purposes of Section 2.1(c) and Section 6.5. The Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact with shall have full power of substitution and authority to do on behalf of such Seller Guarantor take any all actions, and such Seller to give or receive any and all thingsnotices or other communications, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments contemplated to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreementstaken, including the initiation and resolution of any disputes given or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable received by the Seller Representative pursuant to Section 2.1(c) or Section 6.5 and to take such other actions as the Seller Representative may deem necessary or advisable in connection with this Agreement, the Escrow Agreement, performance by the Seller Representative Engagement Agreement of the duties, and the exercise by the Seller Ancillary AgreementsRepresentative of the rights, assigned to the Seller Representative in this Agreement. Notwithstanding All decisions by the foregoingSeller Representative shall be binding upon all Represented Persons, and no Represented Person shall have the right to object, dissent, protest or otherwise contest the same. Actions or decisions to be taken or made by the Seller Representative shall be deemed to have been approved and validly taken by the Seller Representative if taken by the Seller Representative. The Seller Representative may communicate with any Represented Person or any other Person concerning its responsibilities hereunder, but it is not required to do so. The Seller Representative shall have no obligation Liability whatsoever to act on behalf any Represented Person relating to its services as Seller Representative hereunder (including any action taken or omitted to be taken). The Represented Persons shall indemnify and hold harmless the Seller Representative against, and reimburse the Seller Representative for, any loss, expense (including reasonable attorneys’ fees) or other Liability arising out of its services as the SellersSeller Representative under this Agreement. The Seller Representative may resign its appointment as the Seller Representative at any time by written notice to Parent and the Represented Persons, except as expressly provided herein, in that at such time the Escrow Agreement, Represented Persons have named a replacement representative to serve in the Seller Ancillary Agreements Representative’s place and in delivered notice to Parent of the name and address for purposes of notice of such replacement. Parent, the Company, their respective Affiliates and Representatives and any other Person dealing with the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations shall be entitled to rely on the authority of the Seller Representative in and to rely on any ancillary agreementaction taken or decision made by the Seller Representative. In no event shall Parent, schedule, exhibit or the Company Disclosure Letter. A decisionor any of their respective Affiliates or Representatives have, and they are hereby released from, any Liability of any sort to any Represented Person or any other Person for, or arising out of or related to, any act, consent omission or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors Representative. By executing and delivering a Letter of Transmittal to Parent, each Blocker Stockholder and each Non-Blocker Company Member shall have agreed irrevocably to the Sellers under terms of this Section 11.14, but, to the fullest extent permitted by law, this Section 11.14 shall be binding on each Represented Person, with or without delivery by such Represented Person of a Letter of Transmittal, by virtue of the execution and delivery by the Parties of this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement Mergers and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each consummation of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountTransactions.

Seller Representative. (a) Each The Seller Guarantor and each Seller Selling Partners hereby irrevocably appoints appoint the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful attorney-in-fact for the Seller and Selling Partners, for and -56- 4846-4639-0869 Exhibit 2.1 Execution Version on behalf of the Seller and Selling Partners, with full power of substitution and authority to do on behalf of such represent the Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement Selling Partners and the Seller Ancillary Agreements; (iii) administering this Agreement Seller’s and Selling Partners’ successors and assigns, as the Seller Ancillary Agreementscase may be, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations all matters arising under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Transaction Documents and resolving, settling or compromising any such claim; (viii) taking any other all actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable taken by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall or such Transaction Documents will be final, binding and conclusive upon the Seller Guarantors and Sellers Selling Partners and their the Seller’s and Selling Partners’ successors and assigns, as the case may be, as if expressly ratified and confirmed in writingwriting by each of them. Without limiting the generality of the foregoing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of the Seller Representative as being the decisionhas full power and authority, act, consent or instruction of each on behalf of the Seller Guarantors and Selling Partners and the Sellers (without investigation) Seller’s and none Selling Partners’ successors and assigns, as the case may be, to interpret the terms and provisions of Acquiror this Agreement, to dispute or fail to dispute any claim made pursuant to ARTICLE VIII or any of its Affiliates or Representatives shall have Transaction Documents, to negotiate and compromise any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) dispute that may arise under this Agreement or such Transaction Documents, and to sign any releases or other documents with respect to any such dispute. The Seller Ancillary Agreement and Selling Partners, as the case may be, will be considered deemed a payment by Acquiror party or a signatory to the Seller Guarantors and the Sellers. The powersany agreement, immunities and rights to indemnification granted to document, instrument, or certificate for which the Seller Representative Group are signs on behalf of the Seller or Selling Partners, as the case may be. All decisions, actions, and instructions by the Seller Representative, including without limitation the defense or settlement of any claims for which the Seller and Selling Partners, as the case may be, may be required to indemnify the Buyer Indemnitees pursuant to this ARTICLE VIII, will be conclusive and binding on the Seller and Selling Partners and neither the Seller nor any Selling Partner has the right to object, dissent, protest, or otherwise contest the same. The Buyer has the right to rely conclusively on the instructions and decisions of the Seller Representative as to the settlement of any claims for indemnification by the Buyer pursuant to this ARTICLE VIII, or any other actions required to be taken by the Seller Representative hereunder, and no party hereunder will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Seller Representative. The appointment of the Seller Representative is an agency coupled with an interest and will be is irrevocable and any action taken by any the Seller Guarantor or any Seller Representative pursuant to the authority granted in any manner or for any reason this Section 9.01 is effective and survive absolutely binding on the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on Selling Partners notwithstanding any contrary action of or direction from the Seller or Selling Partners, as the case may be. The death or incapacity, or dissolution or other termination of existence, of the Seller or Selling Partners, as the case may be, does not terminate the authority and agency of the Seller Representative (or successor thereto). The provisions of this Section 9.01 are binding upon the executors, heirs, legal representatives, and shall survive the delivery of an assignment by any Seller successors of the whole Seller and Selling Partners, and any references in this Agreement to the Seller or any fraction a Selling Partner, as the case may be, means and includes the successors to the Seller and Selling Partners, as the case may be, rights hereunder, whether pursuant to testamentary disposition, the laws of hisdescent and distribution, her or its interest in the Adjustment Escrow Amountotherwise.

Seller Representative. (a) Each Founder and Seller Guarantor by execution and each Seller delivery hereof, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxxxx X. Xxxxxx as the Seller Representative to act and as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of the Sellers or the Founders (as a group) and with full power powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of the Sellers and the Founders (as a group) under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Persons, if any, as the Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement, including: (i) receiving and disbursing payments terminating, amending or waiving on behalf of such Persons any provision of this Agreement (provided, that any such action, will be taken in the same manner with respect to be made hereunderall Sellers or Founders unless otherwise agreed by each Seller or Founder who is subject to any disparate treatment of a potentially adverse nature); (ii) receiving notices and communications pursuant signing on behalf of the Sellers (as a group) any releases or other documents with respect to any dispute or remedy arising under this Agreement and the Seller Ancillary AgreementsAgreement; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as the Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants in connection with respect to the purchase price adjustments contemplated by Section 2.3(b)exercise of the Seller Representative’s duties hereunder; and (v) resolving, settling or compromising claims for indemnification asserted against otherwise enforcing the Seller Guarantors rights and obligations of the Sellers and the Sellers pursuant to Article 12; Founders (vias a group) agreeing to amendments of under this Agreement, waivers including giving and receiving all notices and communications hereunder on behalf of conditions and obligations under this Agreement the Sellers and the Seller Ancillary Agreements; Founders (vii) asserting claims for or defending claims of indemnification under Article 8 as a group). All decisions and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection accordance with this Agreement, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Purchaser Representative, shall be binding upon each Seller Ancillary Agreementsand/or Founder and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. Notwithstanding the foregoing, The provisions of this Section 10.17 are irrevocable and coupled with an interest. The Seller Representative xxxxxx accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent, representative and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Ancillary Documents, including: (i) receiving and disbursing payments act for Sellers with respect to be all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any indemnification claim made hereunderby or against Sellers, if any; (ii) receiving notices and communications pursuant act for Sellers with respect to this Agreement and the Seller Ancillary Agreementsall post-Closing matters; (iii) administering terminate, amend or waive any provision of this Agreement Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Seller Ancillary AgreementsRepresentative, including will be taken in the initiation and resolution same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of any disputes or claimsa potentially adverse nature; (iv) making determinations employ and obtain the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincur and pay expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) agreeing receive all or any portion of the Purchase Price and to amendments of this Agreement, waivers of conditions and obligations under this Agreement and distribute the Seller Ancillary Agreementssame to Sellers pro rata in proportion to their ownership interests; (vii) asserting claims for sign any releases or defending claims of indemnification under Article 8 other documents with respect to and resolving, settling dispute or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or the Ancillary Documents; and (viii) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative hereby accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Seller Guarantor The execution of this Agreement shall constitute irrevocable and unconditional approval of the appointment by each Seller irrevocably appoints of the Sellers of the Seller Representative to act under the terms set forth herein as such Seller Guarantor’s and such each Seller’s exclusive agent and true and lawful agent, proxy and attorney-in-fact with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and for all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of purposes under this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any . Pursuant to such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreementappointment, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation is authorized to act on behalf of each Seller to (i) take all action necessary or appropriate in connection with the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations determination of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors Purchase Price Adjustment pursuant to Section 2.3 and the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Purchaser pursuant to ARTICLE 10, (ii) give and receive all notices required to be given under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and (iii) execute any agreement or instrument in connection with the transactions contemplated hereby for and therebyon behalf of each Seller, (iv) consult with legal counsel, independent public accountants and other experts selected by it, solely at the cost and expense of the Sellers, (v) amend or waive any terms and conditions of this Agreement providing rights or benefits to the Sellers ​ ​ (other than the payment of the Purchase Price in accordance with the terms hereof and in the manner provided herein and provided that no amendment or waiver shall be valid if it shall disproportionately affect any Seller as it relates to any other Seller), and (vi) take any and all additional action as is contemplated to be taken by or on behalf of the Sellers by the terms of this Agreement. The Seller Representative shall not be final, binding and conclusive upon responsible to any Seller for any loss or damage any Seller may suffer by reason of the performance by the Seller Guarantors Representative of its duties under this Agreement, other than loss or damage arising from intentional misconduct or bad faith in the performance of such duties. The Sellers pro rata in accordance with their respective share of the Purchase Price, shall indemnify and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of hold harmless the Seller Representative as being from and against all Liabilities, losses, costs, damages or expenses (including attorneys’ and accountants’ fees) incurred or suffered by the decisionSeller Representative arising out of or otherwise resulting from any action taken or omitted to be taken by the Seller Representative under this Agreement, actother than such Liabilities, consent losses, costs, damages or instruction expenses arising out of each or resulting from the intentional misconduct or bad faith of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement (and with respect to Company Secuirtyholders, by deliver of a Letter of Transmittal), the Company (solely with respect to periods prior to the Effective Time) and each Company Securityholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Clearlake Capital Management III, L.P. in its capacity as the Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of the Company and such Company Securityholder with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Seller Guarantor Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Ancillary Documents to which the Seller Representative is a party, including: (i) receiving making on behalf of such Person any determinations and disbursing payments taking all actions on their behalf relating to be made hereunderthe adjustments to the Merger Consideration described in Section 1.12 or the achievement of the Earnout Payments under Article II and any disputes with respect thereto; (ii) receiving notices and communications pursuant to terminating, amending or waiving on behalf of such Person any provision of this Agreement and or any Ancillary Documents to which the Seller Ancillary AgreementsRepresentative is a party (provided, that any such action, if material to the rights and obligations of the Company Securityholders in the reasonable judgment of the Seller Representative, will be taken in the same manner with respect to all Company Securityholders unless otherwise agreed by each Company Securityholder who is subject to any disparate treatment of a potentially adverse nature); (iii) administering signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement and or any Ancillary Documents to which the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsRepresentative is a party; (iv) making determinations employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative and to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b)rely on their advice and counsel; (v) resolvingincurring and paying reasonable costs and expenses, settling or compromising claims for indemnification asserted against the Seller Guarantors including fees of brokers, attorneys and the Sellers accountants incurred pursuant to Article 12the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) agreeing receiving all or any portion of the consideration provided to amendments of the Company Securityholders under this Agreement, waivers of conditions Agreement and to distribute the same to the Company Securityholders in accordance with their Pro Rata Share; and (vii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of Documents to which the Seller Guarantor Representative is a party, including giving and the Sellers under this Agreement receiving all notices and the Seller Ancillary Agreements; communications hereunder or thereunder on behalf of such Person. All decisions and (ix) performing all acts, as contemplated by or deemed advisable actions by the Seller Representative in connection with this AgreementRepresentative, the Escrow Agreement, including any agreement between the Seller Representative Engagement Agreement and the Parent Representative or the Parent, shall be binding upon the Company (with respect to periods prior to the Effective Time), each Company Securityholder and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 11.14 are irrevocable and coupled with an interest. The Seller Ancillary Agreements. Notwithstanding the foregoing, Representative hereby accepts its appointment and authorization as the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor of the Sellers hereby irrevocably constitutes and each Seller irrevocably appoints Seller Representative to act Hxxx Xxxxxxx, with full power of substitution and re-substitution, as such Seller Guarantor’s its and such Seller’s exclusive agent and their true and lawful agent, attorney-in-fact and representative (such person and his appointed and designated successor or successors being herein referred to as the “Seller Representative”), with full power of substitution to do on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act for and on behalf of the Sellers, except as expressly provided hereinand each of them, for all purposes under this Agreement and in connection with the Escrow transactions contemplated hereby including, without limitation, for purposes of: (i) determining the amount of any damages suffered or incurred by Fonix, Buyer or the Funds and the payment or satisfaction of such amounts in satisfaction of the Sellers’ indemnification obligations, (ii) determining the amount of any Seller damages suffered or incurred by the Sellers, (iii) receiving notices from Fonix, Buyer or the Funds given under this Agreement, in the Seller Ancillary Agreements and in of which the Seller Representative Engagement Agreementwill give a copy to the other Sellers, (iv) approving and agreeing with Buyer, Fonix or the Funds as to additions, deletions, changes, modifications and amendments to this Agreement and the exhibits hereto, except with respect to any addition, deletion, change, modification or amendment to a material financial term or condition of any of such documents that would materially, financially and adversely affect the Sellers, and (v) settling finally and completely any disputes or controversies among the parties hereto (other than solely among the Sellers) with respect to the interpretation or effect of or damages or relief under this Agreement and any and all transactions contemplated hereby. The Seller Representative shall be entitled to reimbursement by the Sellers from the consideration actually payable to the Sellers or otherwise for purposes all reasonable costs and expenses incurred by him in fulfilling his duties hereunder, and the Sellers agree among themselves that such costs and expenses shall be borne pro rata among them according to the number of clarityG-Soft Shares (on an as-converted basis) owned immediately prior to the Closing. The Sellers agree that the Seller Representative may make reasonable requests for advances to cover such costs and expenses, there are and the Sellers will promptly make such advances. In no obligations event will Buyer, Fonix or the Funds be liable for any costs or expenses of any nature incurred by the Seller Representative in any ancillary agreementits capacity as such. EACH SELLER, scheduleJOINTLY AND SEVERALLY, exhibit AGREES THAT THE SELLER REPRESENTATIVE SHALL HAVE NO LIABILITY TO THE SELLERS FOR ACTION TAKEN OR OMITTED IN GOOD FAITH IN EXERCISING THE AUTHORITY GRANTED UNDER THIS SECTION 2.5. None of Buyer, Fonix or the Company Disclosure Letter. A decision, act, consent Funds shall have any obligation or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, liability to indemnify or defend the Seller Representative Engagement Agreement in respect of any claim or liability asserted against the Seller Representative by any Seller or its successors or assigns. All determinations, decisions, actions and the transactions contemplated hereby and thereby, and like made by the Seller Representative shall be final, conclusive and binding and conclusive upon the Seller Guarantors and all Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent all persons claiming under or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountthrough them.

Seller Representative. (a) Each Seller Guarantor and By voting in favor of the Merger or participating in the conversion of Company Capital Stock, each Seller shall be deemed to hereby irrevocably appoints Seller Representative appoint James F. Watson to act as such the Seller Guarantor’s Representative for all purposes uxxxx Xxxxxxx 0.8 and such Seller’s exclusive agent Section 7 of this Agreement and true and lawful attorney-in-fact with the Escrow Agreement including, without limitation, the full power of substitution to do and authority on each Seller's behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, includingto: (i) receiving and disbursing payments to be made hereunder; receive notices or service of process, (ii) receiving notices negotiate, determine, compromise, settle and communications pursuant to take any other action permitted or called for by Sellers under Section 6.8 and Section 7 of this Agreement and the Seller Ancillary Agreements; Escrow Agreement, and (iii) administering to execute and deliver any amendment or waiver to this Agreement (to the extent permitted by the proviso in Section 10.2) and the Escrow Agreement in connection therewith. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Seller Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of any Seller. All decisions and actions by the Seller Representative taken pursuant to this Section 10.14 shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Seller Representative shall have no duties or obligations hereunder except those specifically set forth herein and in the Escrow Agreement and such duties and obligations shall be determined solely by the express provisions of this Agreement and the Escrow Agreement. Each Seller Ancillary Agreements, including the initiation agrees to indemnify and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against hold harmless the Seller Guarantors Representative and its respective successors, assigns, Affiliates, stockholders, officers, managers, directors, employees and agents (collectively, "Seller Representative Indemnitees") against all expenses (including reasonable attorneys' fees), judgments, fines and amounts incurred by a Seller Representative Indemnitee in connection with any action, suit or proceeding to which such Seller Representative Indemnitee is made a party by reason of the Sellers pursuant to Article 12; (vi) agreeing to amendments fact it is or was acting as, on behalf of this Agreementor in connection with, waivers of conditions and obligations a Seller Representative under this Agreement and or its relationship to a Seller Representative; if not paid directly to the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 Representative by the Sellers, such expenses, judgments, fines and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable amounts may be recovered by the Seller Representative in connection with this Agreement, from the Escrow AgreementAmount, and such recovery will be made from the Sellers according to their respective Allocable Portions; provided that, to the extent that such amounts recovered by the Seller Representative Engagement Agreement and from the Escrow Amount are not used by the Seller Ancillary Agreements. Notwithstanding Representative to provide indemnification to a Buyer Indemnitee for Losses pursuant to Section 7.2 (subject to the foregoinglimitations on such indemnification set forth in Section 7.4), the Seller Representative shall have no obligation (if and upon subsequently receiving the direct payment of such amounts from Sellers), or otherwise shall cause the Sellers to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors (and the Sellers under this Agreementshall), the Seller Ancillary Agreements, promptly refund such amounts to the Escrow Agreement, the Amount. No Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and Indemnitee nor any agent employed by it shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have incur any liability to any Seller Guarantor relating to the performance of its duties hereunder except for actions or any Seller as a result of such relianceomissions constituting fraud or bad faith. Any payment by Acquiror Without prejudice to the foregoing, no Seller Representative (Indemnitee shall have liability in such capacity) under this Agreement respect of any action, claim or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to proceeding brought against the Seller Representative Group are coupled with an interest and will be irrevocable Indemnitee by any Seller Guarantor if the Seller Representative took or omitted taking any Seller action in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountgood faith.

Seller Representative. (a) Each In order to administer efficiently the determination of the Final Closing Adjustment Statement, the Final Earnout Statement, the defense and/or settlement of any indemnification obligations of the Seller Guarantor Parties and each any other obligations of the Seller Parties contained in this Agreement, the Seller Parties hereby irrevocably appoints Seller Representative to act appoint Holdings as such Seller Guarantor’s and such Seller’s exclusive representative, agent and true and lawful attorney-in-fact with full power (the “Seller Representative”) for each Seller Party (i) to give and receive notices and communications relating to the transactions and other matters contemplated by this Agreement, the Seller Ancillary Documents and the Purchaser Ancillary Documents, including those relating to the determination of substitution the Final Closing Adjustment Statement, the determination of the Final Earnout Statement, indemnification claims, and any other claims or obligations contained in this Agreement, (ii) to do make decisions on behalf of such Seller Guarantor and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute Parties with respect to the purchase price adjustments transactions and other matters contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this Agreement, the Escrow Seller Ancillary Documents, including regarding (A) the determination of the Final Closing Date Balance Sheet, (B) the determination of the Final Earnout Statement, (C) indemnification claims, (D) amendments to this Agreement, the Seller Representative Engagement Agreement Ancillary Documents, or the Purchaser Ancillary Documents, (E) the preparation and review of any Tax Returns and (F) the defense of third party suits that may be the subject of indemnification claims, and to negotiate, enter into settlements and compromises of, and demand litigation or arbitration with respect to such third party suits or claims by the Purchaser for indemnification, or any other claims contained in this Agreement, and (iii) to take other actions on behalf of any Seller Party as contemplated by this Agreement, the Seller Ancillary Agreements. Notwithstanding the foregoingDocuments, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decisionPurchaser Ancillary Documents, act, consent or instruction including the exercise of all rights granted to any Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers Party under this Agreement, the Seller Ancillary AgreementsDocuments, or the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Purchaser Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountDocuments.

Seller Representative. (a) Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Dxxxxxx X. Xxxxx, solely in the capacity as Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under Seller Representative Documents, including: (i) receiving terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to the rights and disbursing payments obligations of the Company Shareholders in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to be made hereunderall Company Shareholders unless otherwise agreed by each Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (ii) receiving notices and communications pursuant signing on behalf of such Person any releases or other documents with respect to this Agreement and the any dispute or remedy arising under any Seller Ancillary AgreementsRepresentative Document; (iii) administering this Agreement employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Ancillary AgreementsRepresentative, including in its reasonable discretion, deems necessary or advisable in the initiation performance of its duties as Seller Representative and resolution of any disputes or claimsto rely on their advice and counsel; (iv) making determinations to settle any dispute with respect incurring and paying reasonable costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the purchase price adjustments transactions contemplated by Section 2.3(b)hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; and (v) resolving, settling or compromising claims for indemnification asserted against otherwise enforcing the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions rights and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking Persons under any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the Seller Representative in connection with this AgreementDocument, the Escrow Agreement, the Seller Representative Engagement Agreement including giving and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act receiving all notices and communications hereunder or thereunder on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements such Person. All decisions and in the actions by Seller Representative Engagement Agreementwill be binding upon each Company Shareholder and their respective successors and assigns, and for purposes neither they nor any other Party will have the right to object, dissent, protest or otherwise contest the same. The provisions of clarity, there this Section ‎8.2 are no obligations of the irrevocable and coupled with an interest. Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of hereby accepts its appointment and authorization as Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Company Shareholder, by delivery of a Letter of Transmittal, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Extra Technology Limited, a BVI business company, in its capacity as Seller Guarantor and each Seller irrevocably appoints Seller Representative to act Representative, as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Persons with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which Seller Guarantor Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Seller Representative Documents”), as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Person, which may be necessaryif any, convenient as Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under Seller Representative Documents, including: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Merger Consideration adjustments under Section 2.8; (ii) receiving notices controlling and communications pursuant making any determinations with respect to this Agreement and the Seller Ancillary Agreementsvesting or forfeiture of the Earnout Shares under Section 2.10; (iii) administering this Agreement and acting on behalf of such Person under the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claimsEarnout Escrow Agreement; (iv) making determinations terminating, amending or waiving on behalf of such Person any provision of any Seller Representative Document (provided, that any such action, if material to settle any dispute the rights and obligations of the Company Shareholders in the reasonable judgment of Seller Representative, will be taken in the same manner with respect to the purchase price adjustments contemplated all Company Shareholders unless otherwise agreed by Section 2.3(beach Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (v) resolving, settling signing on behalf of such Person any releases or compromising claims for indemnification asserted against the other documents with respect to any dispute or remedy arising under any Seller Guarantors and the Sellers pursuant to Article 12Representative Document; (vi) agreeing employing and obtaining the advice of legal counsel, accountants and other professional advisors as Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as Seller Representative and to amendments rely on their advice and counsel; (vi) incurring and paying reasonable costs and expenses, including fees of this Agreementbrokers, waivers attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of conditions and obligations the consideration provided to the Company Shareholders under this Agreement and to distribute the Seller Ancillary Agreementssame to the Company Shareholders in accordance with their Pro Rata Share; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking otherwise enforcing the rights and obligations of any other actions of the Seller Guarantor and the Sellers such Persons under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by the any Seller Representative in connection with this AgreementDocument, the Escrow Agreement, the Seller Representative Engagement Agreement including giving and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act receiving all notices and communications hereunder or thereunder on behalf of the Sellerssuch Person. All decisions and actions by Seller Representative, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the including any agreement between Seller Representative Engagement Agreementand Purchaser Representative, Purchaser, shall be binding upon each Company Shareholder and their respective successors and assigns, and for purposes neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of clarity, there this Section 12.15 are no obligations of the irrevocable and coupled with an interest. Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of xxxxxx accepts its appointment and authorization as Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.

Seller Representative. (a) Each Seller Guarantor By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints the Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and the true and lawful agent and attorney-in-fact of such Seller with full power powers of substitution to do act in the name, place and stead of thereof with respect to the performance on behalf of such Seller Guarantor under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such Seller any further acts and all things, including executing any and to execute all documentssuch documents on behalf of such Seller, which may be necessaryif any, convenient as the Seller Representative will deem necessary or appropriate to facilitate the consummation in connection with any of the Stock Purchasetransactions contemplated under this Agreement or any of the Ancillary Documents, including: (i) receiving and disbursing payments agree upon or compromise any matter related to be made hereunderthe calculation of any adjustments to the Purchase Consideration under this Agreement; (ii) receiving notices and communications pursuant to this Agreement and direct the Seller Ancillary Agreementsdistribution of the Purchase Consideration among Sellers; (iii) administering act for Sellers with respect to all indemnification matters referred to in this Agreement and the Seller Ancillary AgreementsAgreement, including the initiation and resolution right to compromise on behalf of Sellers any disputes indemnification claim made by or claimsagainst Sellers, if any; (iv) making determinations to settle any dispute act for Sellers with respect to the purchase price adjustments contemplated by Section 2.3(b)all post-Closing matters; (v) resolvingterminate, settling amend or compromising claims for indemnification asserted against waive any provision of this Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Seller Guarantors and Representative, will be taken in the same manner with respect to all Sellers pursuant unless otherwise agreed by each Seller who is subject to Article 12any disparate treatment of a potentially adverse nature; (vi) agreeing to amendments employ and obtain the advice of this Agreementlegal counsel, waivers of conditions accountants and obligations under this Agreement and other professional advisors as the Seller Ancillary AgreementsRepresentative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Seller Representative and to rely on their advice and counsel; (vii) asserting claims for incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or defending claims of in any way relating to such transaction or any indemnification under Article 8 and resolvingclaim, settling whether incurred prior or compromising any such claimsubsequent to Closing; (viii) taking receive all or any other actions portion of the Seller Guarantor Purchase Consideration and to distribute the same to Sellers under this Agreement and the Seller Ancillary Agreementspro rata in proportion to their ownership interests; and (ix) performing all acts, as contemplated by sign any releases or deemed advisable by the Seller Representative in connection other documents with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement respect to and the Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit dispute or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) remedy arising under this Agreement or the Ancillary Documents; and (x) do or refrain from doing any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to further act or deed on behalf of Sellers which the Seller Representative Group are coupled with an interest deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and will be irrevocable by completely as any Seller Guarantor could do if personally present and acting. The Seller Representative hereby accepts his or any her appointment and authorization as the Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative under this Agreement.

Seller Representative. (a) Each Seller Guarantor Party hereby authorizes, directs and each Seller irrevocably appoints Xxxx X. Xxxxxxx as the Seller Representative to act as such Seller Guarantor’s its sole and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution regarding any matter relating to do or arising after the date hereof under this Agreement, including determining, giving and receiving notices and processes hereunder, entering into any Contracts and delivering any documents required or and contesting and settling any and all claims or disputes under Section 3.4 and for indemnification under ARTICLE X hereof, resolving any other disputes hereunder, performing the duties assigned to the Seller Representative hereunder, making, executing, acknowledging and delivering all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, letters and other writings, and, in general, doing any and all things and taking any and all action that the Seller Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Transactions, the Escrow Agreement and all other Ancillary Agreements and to engage and employ Representatives and to incur such other expenses as the Seller Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Seller Representative shall have the sole and exclusive right on behalf of such any Seller Guarantor Party or Seller Indemnified Party to take any action or provide any waiver or receive any notice, in each case with respect to any claims or disputes under Section 3.4 and such Seller any for indemnification under ARTICLE X and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate the consummation of the Stock Purchase, including: (i) receiving and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution of any disputes or claims; (iv) making determinations to settle any dispute claim or controversy arising with respect thereto. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Seller Representative, shall be absolutely and irrevocably binding on each Seller Party as if such Seller Party had taken such action, exercised such right, power or authority or made such decision or determination in such Seller Party’s individual capacity, and no Seller Party shall have the right to object, dissent, protest or otherwise contest the same. Except to the purchase price adjustments contemplated extent this Agreement obligates any Seller Party to take action following the Closing, any action required to be taken by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and Parties hereunder after the Sellers pursuant date of this Agreement or any action which the Seller Parties, at their election, have the right to Article 12; (vi) agreeing to amendments take hereunder after the date of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable shall be taken only by the Seller Representative in connection with this Agreement, the Escrow Agreement, the and no Seller Representative Engagement Agreement and the Party acting on such Seller Ancillary Agreements. Notwithstanding the foregoing, the Seller Representative shall have no obligation to act on behalf of the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and Party’s own shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon entitled to take any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amountaction.

Seller Representative. (a) Each Shareholder Representative Services LLC is hereby appointed as the Seller Guarantor Representative, with full power and authority on each Seller Selling Equityholder’s behalf, to (i) pay each such Selling Equityholder’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (ii) receive, give receipt and disburse any funds received hereunder on behalf of or to each such Selling Equityholder, (iii) hold back from disbursement to all of Selling Equityholders collectively any such funds to the extent it reasonably determines may be necessary or required under the terms and conditions of this Agreement or applicable Law, (iv) execute and deliver on behalf of each such Selling Equityholder, all documents contemplated herein, and any amendment or waiver hereto, (v) negotiate, settle, compromise and otherwise handle all disputes with any Buyer Indemnified Party under this Agreement, including without limitation, disputes regarding any adjustment pursuant to Section 2.5 and any claims made by any Buyer Indemnified Party pursuant to ARTICLE X and (vi) give and receive notices on behalf of Selling Equityholders collectively, including without limitation, any notice of a claim for which indemnification is sought by Selling Equityholders collectively pursuant to ARTICLE X and (vii) do each and every act and exercise any and all rights which Selling Equityholders collectively are permitted or required to do or exercise under this Agreement. Selling Equityholders, by accepting the consideration payable to them hereunder, irrevocably appoints Seller Representative to act as such Seller Guarantor’s and such Seller’s exclusive agent and true and lawful grant unto said attorney-in-fact with and agent full power of substitution and authority to do on behalf of such Seller Guarantor and such Seller any perform each and all things, including executing any every act and all documents, which may be thing necessary, convenient or appropriate to facilitate the consummation of the Stock Purchasetransactions contemplated hereby and, including: in the case of the Selling Optionholders, such power and authority (iincluding the right to pursue any Related Claims in such Selling Optionholder’s favor) receiving shall be assigned and disbursing payments to be made hereunder; (ii) receiving notices and communications pursuant to this Agreement and exclusively vested in the Seller Ancillary Agreements; (iii) administering this Agreement Representative. Such agency and proxy are coupled with an interest, and are therefore irrevocable without the Seller Ancillary Agreements, including the initiation consent of holder. Selling Equityholders shall be bound by all actions taken and resolution of any disputes or claims; (iv) making determinations to settle any dispute with respect to the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations under this Agreement and the Seller Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable documents executed by the Seller Representative in connection with this Agreement, the Escrow Agreement, the Seller Representative Engagement Agreement and the other agreements contemplated hereby, and Buyer and the other Buyer Indemnified Parties shall be entitled to rely, with no duty of inquiry, on any action or decision of the Seller Ancillary AgreementsRepresentative. Notwithstanding After the foregoingClosing, notices or communications to or from the Seller Representative shall have no obligation constitute notice to act on behalf or from each of Selling Equityholders. Notwithstanding anything in this Section 11.16 or the Sellers, except as expressly provided herein, in the Escrow Agreement, in the Seller Ancillary Agreements and in the Seller Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Seller Representative in any ancillary agreement, schedule, exhibit if an issue or the Company Disclosure Letter. A decision, act, consent or instruction of Seller Representative shall constitute a decision for all of the Seller Guarantors and the Sellers under this Agreement, the Seller Ancillary Agreements, the Escrow Agreement, the Seller Representative Engagement Agreement and the transactions contemplated hereby and thereby, and shall be final, binding and conclusive upon the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any such decision, act, consent or instruction of Seller Representative as being the decision, act, consent or instruction of each of the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such reliance. Any payment by Acquiror to Seller Representative (in such capacity) allegation arises under this Agreement or any Ancillary Document that affects the liability of only one (1) Seller Ancillary Agreement will (including an alleged breach of any representation and warranty or covenant by only one (1) Seller), such issue and all decisions related thereto shall be considered a payment dealt with and made, as applicable, by Acquiror to the Seller Guarantors in question and the Sellers. The powers, immunities and rights to indemnification granted to not the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow AmountRepresentative.

Seller Representative. (a) Each Seller Guarantor The Seller, on behalf of itself and each Seller its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints R. Axxx Xxxxxxx, in the capacity as the Seller Representative to act Representative, as each such Seller GuarantorPerson’s and such Seller’s exclusive agent and true and lawful agent, attorney-in-fact and representative, with full power of substitution to do act in the name, place and stead of such Person, to act on behalf of such Seller Guarantor Person from and such Seller any and all things, including executing any and all documents, which may be necessary, convenient or appropriate to facilitate after the consummation of the Stock Purchase, includingClosing in connection with: (i) receiving controlling and disbursing payments making any determinations with respect to be made hereunderthe post-Closing Seller Consideration adjustments under Section 1.5; (ii) receiving notices and communications pursuant to this Agreement and the Seller Ancillary Agreements; (iii) administering this Agreement and the Seller Ancillary Agreements, including the initiation and resolution signing on behalf of such Person any disputes releases or claims; (iv) making determinations to settle any dispute other documents with respect to any dispute or remedy arising after the purchase price adjustments contemplated by Section 2.3(b); (v) resolving, settling or compromising claims for indemnification asserted against the Seller Guarantors and the Sellers pursuant to Article 12; (vi) agreeing to amendments of this Agreement, waivers of conditions and obligations Closing under this Agreement and the Seller or any Ancillary Agreements; (vii) asserting claims for or defending claims of indemnification under Article 8 and resolving, settling or compromising any such claim; (viii) taking any other actions of the Seller Guarantor and the Sellers under this Agreement and the Seller Ancillary Agreements; and (ix) performing all acts, as contemplated by or deemed advisable by Documents to which the Seller Representative is a party or otherwise has rights in connection such capacity (together with this Agreement, the Escrow Agreement“Seller Representative Documents”); (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Seller Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Seller Representative Engagement Agreement and to rely on their advice and counsel; (iv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (v) otherwise enforcing the rights and obligations of any such Persons after the Closing under any Seller Ancillary Agreements. Notwithstanding Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the foregoing, Parties acknowledge that the Seller Representative shall have no obligation is specifically authorized and directed to act on behalf of, and for the benefit of, the members of Seller (after giving effect to the Sellers, except as expressly provided herein, in the Escrow Agreement, in Reorganization). All decisions and actions by the Seller Ancillary Agreements and in Representative, including any agreement between the Seller Representative Engagement Agreementand Purchaser Representative relating to any disputes under Section 1.5, shall be binding upon the Seller and its Subsidiaries, successors and assigns, and for purposes neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of clarity, there this Section 10.15 are no obligations irrevocable and coupled with an interest. The Seller Representative hereby accepts its appointment and authorization as the Seller Representative under this Agreement. In the event of any distribution of the Seller Representative in any ancillary agreement, schedule, exhibit Consideration Units or the Company Disclosure Letter. A decision, act, consent or instruction shares of Seller Representative shall constitute a decision for all of Purchaser Class V Common Stock by the Seller Guarantors and to its members after the Sellers under this AgreementClosing, the Seller Ancillary Agreementsmembers of Seller, the Escrow Agreementas a condition to receiving such distribution, shall irrevocably appoint the Seller Representative Engagement Agreement as their agent, attorney-in-fact and representative, with the transactions contemplated hereby indemnities, immunities, releases and thereby, and shall be final, binding and conclusive upon powers granted by the Seller Guarantors and Sellers and their successors as if expressly ratified and confirmed in writing, and Acquiror, its Affiliates and Representatives may rely upon any under this Section 10.15 (with the obligations of such decision, act, consent or instruction of Seller Representative as members being pro rata among the decision, act, consent or instruction of each of members based on the Seller Guarantors and the Sellers (without investigation) and none of Acquiror or any of its Affiliates or Representatives shall have any liability to any Seller Guarantor or any Seller as a result of such relianceConsideration Units received). Any payment by Acquiror to Seller Representative (in such capacity) under this Agreement or any Seller Ancillary Agreement will be considered a payment by Acquiror to the Seller Guarantors and the Sellers. The powers, immunities and rights to indemnification granted to the Seller Representative Group are coupled with an interest and will be irrevocable by any Seller Guarantor or any Seller in any manner or for any reason and survive the death, incompetence, bankruptcy or liquidation of any Seller and shall be binding on any successor thereto, and shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Adjustment Escrow Amount.66