Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agent.

Seller’s Agent. (a) As soon as practicable following a. Each Seller hereby irrevocably nominates, constitutes and appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under exemption from the date restrictions set forth in section 181 of the Agreement but no later than five German Civil Code (5BGB) business days prior to as the Closing Date, the Company shall appoint an agent reasonably acceptable to and true and lawful attorney in fact of Sellers and Parent (the “Sellers Sellers’ Agent”) ), with full power of substitution, to act in the name, place and stead of Sellers for purposes of executing any documents and taking any actions that Sellers’ Agent may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with this Agreement or the Escrow Agreement. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accepts his appointment as agent for Sellers’ Agent. b. Each Seller hereby grants to Sellers’ Agent full authority to execute, deliver, acknowledge, certify and file on behalf of Sellers (in the name of any or all of Sellers with the exclusive authority to give or otherwise) any and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties all documents that Sellers’ Agent may, in his sole discretion, determine to be satisfied solely by the delivery of Escrow Shares necessary, desirable or appropriate, in such forms and containing such provisions as Sellers’ Agent may, in his sole discretion, determine to the applicable Parent Indemnified Partiesbe appropriate, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties performing his duties as contemplated by Section 12.4, 12.2(a). Notwithstanding anything to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate contrary contained in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoingthis Agreement, the Sellers Purchaser shall be entitled to: (i) deal exclusively with Sellers’ Agent shall have no power on all matters relating to this Agreement or authority the Escrow Agreement; and (ii) rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to take any of the foregoing actions for or be executed on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Agent, as fully binding upon such Seller. ▇. ▇▇▇▇▇▇▇ recognize and intend that the power of attorney granted in Section 12.2(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by Sellers’ Agent; and (iii) shall survive the death or incapacity of Sellers. d. If Sellers’ Agent shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities hereunder, Sellers holding a majority of the Seller Shares as determined on the basis of the shareholding of all Sellers at the date of this Agreement (herein the “Majority of Sellers”) shall, within thirty days after such death, disability or resignation, appoint a successor to Sellers’ Agent and immediately thereafter notify Purchaser of the identity of such successor. If the Sellers do not appoint a successor Sellers’ Agent within such thirty days, Purchaser in its sole discretion shall appoint a Sellers’ Agent and shall notify the Sellers of such appointment. Any such successor shall succeed Sellers’ Agent as Sellers’ Agent hereunder. If for any reason there is no Sellers’ Agent at any time, all references herein to Sellers’ Agent shall receive no compensation for services renderedbe deemed to refer to Sellers. Notices or communications The Sellers’ Agent may resign as the Sellers’ Agent at any time by providing written notice of intent to or from resign to each Seller and Purchaser, which resignation shall be effective upon the Sellers Agent shall constitute notice to or from each earlier of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the (i) thirty (30) calendar days following delivery of Escrow Shares to such written notice and (ii) the applicable Parent Indemnified Partiesappointment of a successor by Majority of Sellers. (b) e. The Sellers Sellers’ Agent shall not be liable to any of the Sellers for any act done or omitted hereunder as Sellers’ Agent while acting in his capacity as Sellers Agentgood faith. The Sellers’ Agent shall only have the duties expressly stated in this Agreement and shall have no other duty, except to the extent it has acted with gross negligence express or willful misconductimplied. The Sellers’ Agent may engage attorneys, accountants and other professionals and experts. The Sellers’ Agent may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and as between the Sellers’ Agent and the Sellers, any act done or omitted pursuant to action taken by the advice of counsel Sellers’ Agent based on such reliance shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers deemed conclusively to have been taken in good faith. f. All expenses incurred by Sellers’ Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration performance of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the as Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers ’ Agent shall constitute a decision of all the Sellers be borne and shall be final, binding and conclusive upon each of the paid exclusively by Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agent.

Seller’s Agent. (a) As soon The Sellers, pursuant to this Agreement, hereby appoint ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless Sellers holding the Sellers Agent shall have no power or authority right to take any receive a majority of the foregoing actions for or on behalf Purchase Price (“Sellers Majority”) agree to such removal and to the identity of any Seller the substituted Sellers’ Agent. Any vacancy in respect the position of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid or otherwise satisfied other than filled by the delivery approval of Escrow Shares to the applicable Parent Indemnified Partiesa Sellers Majority. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by during the Parent Indemnified Parties to be satisfied solely by term of the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement. (b) The Sellers Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable for any act done or omitted hereunder to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconductthis Agreement, and any act done no covenants or omitted pursuant to the advice of counsel obligations shall be conclusive evidence implied under this Agreement against the Sellers’ Agent; provided, however, that he did the foregoing shall not act with gross negligence or willful misconductas a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The other Sellers shall severally and not jointly pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers Sellers’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the duties hereunder, Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably attorneys’ fees) incurred by the Sellers Sellers’ Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties in pursuing a dispute pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationthis Agreement. (c) A decision, act, consent or instruction of the Sellers Sellers’ Agent shall constitute a decision decision, act, consent or instruction from all of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent . The Buyer may rely upon any such decision, act, consent or instruction of the Sellers Sellers’ Agent as being the decision, act, consent or instruction of each of the Sellersevery such Seller. The Escrow Agent and Parent are Buyer is hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) As soon The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless Sellers holding the Sellers Agent shall have no power or authority right to take any receive a majority of the foregoing actions for or on behalf Purchase Price (“Sellers Majority”) agree to such removal and to the identity of any Seller the substituted Sellers’ Agent. Any vacancy in respect the position of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid or otherwise satisfied other than filled by the delivery approval of Escrow Shares to the applicable Parent Indemnified Partiesa Sellers Majority. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by during the Parent Indemnified Parties to be satisfied solely by term of the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement. (b) The Sellers Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable for any act done or omitted hereunder to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconductthis Agreement, and any act done no covenants or omitted pursuant to the advice of counsel obligations shall be conclusive evidence implied under this Agreement against the Sellers’ Agent; provided, however, that he did the foregoing shall not act with gross negligence or willful misconductas a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The other Sellers shall severally and not jointly pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers Sellers’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the duties hereunder, Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably attorneys’ fees) incurred by the Sellers Sellers’ Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties in pursuing a dispute pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationthis Agreement. (c) A decision, act, consent or instruction of the Sellers Sellers’ Agent shall constitute a decision decision, act, consent or instruction from all of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent . The Buyer may rely upon any such decision, act, consent or instruction of the Sellers Sellers’ Agent as being the decision, act, consent or instruction of each of the Sellersevery such Seller. The Escrow Agent and Parent are Buyer is hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) As soon The Sellers hereby appoint and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an Sellers’ common representative and agent reasonably acceptable to Sellers and Parent (the “Sellers Sellers’ Agent”) ), to act on the Sellers’ behalf for certain specific purposes as agent for expressly provided in this Agreement, including, without limitation, in connection with (i) Leakage Claim, (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and delivery of, and engaging in negotiations related to, any Objection Notice delivered under Section 13(b)(ii); and (iv) the initialization, on behalf of the Sellers with and for recognition purposes, of the exclusive authority to give pages, schedules and receive notices and communications pursuant to the terms annexes of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement. (b) The Sellers Agent Sellers’ Agent: (i) shall not be liable for any have such powers and authority as are necessary to carry out the functions assigned to it under this Agreement; (ii) shall have no obligation to act done on behalf of the Sellers, except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted hereunder to be taken in his its capacity as Sellers Sellers’ Agent, except to the extent it has acted with in case of fraud, willful intent (dolo) or gross negligence or willful misconduct(colpa grave); (iv) shall be entitled to engage such counsels, experts and any act done or omitted pursuant other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of counsel such Persons; (v) shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify entitled to indemnification from the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and expenses arising out of actions taken or omitted to be taken in connection with its capacity as the acceptance or administration of the duties hereunderSellers’ Agent, including any out-of-pocket the costs and expenses of investigation and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) defense of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationclaims. (c) A decisionEach Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, actby way of mere example, consent or instruction an appropriate and duly notarized power of attorney – as may be necessary, under applicable Laws, to vest in the Sellers Sellers’ Agent shall constitute a decision of all rights, powers and authority to carry out, in the Sellers name and shall be final, binding and conclusive upon each on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any such activities carried out by the Escrow Sellers’ Agent acting in such capacity. (d) Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and Parent may rely upon that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or modify or affect the nature of any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any ’ liability to any person for any acts done by them under this Agreement, except in accordance with such decisioncase of fraud, act, consent willful intent (dolo) or instruction of the Sellers Agentgross negligence (colpa grave).

Seller’s Agent. (a) As soon The Sellers hereby irrevocably nominate, constitute and appoint the Major Stockholder as practicable following the date agent and true and lawful attorney-in-fact of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) ), with full power of substitution, to act as agent for in the name, place and on behalf stead of the Sellers with for purposes of executing any documents and taking any actions that the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties Agent may, in his sole discretion, determine to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesnecessary, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary desirable or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take connection with any of the foregoing actions for Transactional Agreements or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Transactions. The Major Stockholder hereby accepts his appointment as Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except hereby grant to the extent it has acted with gross negligence or willful misconductAgent full authority to execute, deliver, acknowledge, certify and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith file on the part behalf of the Sellers (in the name of any or all of the Sellers or otherwise) any and all documents that the Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and arising out containing such provisions as the Agent may, in his sole discretion, determine to be appropriate (including any closing certificates and any amendment to or waiver of or rights under any of the Transactional Agreements). Notwithstanding anything to the contrary contained in connection any of the Transactional Agreements: (i) the Purchaser shall be entitled to deal exclusively with the acceptance Agent on all matters relating to the respective Transactional Agreements and the respective Transactions (including all matters relating to any notice to, or administration any Consent to be given or action to be taken by, any Seller); and (ii) each Indemnitee shall be entitled to rely conclusively (without further evidence of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly Agent, and on any other action taken or purported to the Sellers Agent be taken on behalf of any Seller by the SellersAgent, as fully binding upon such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller ConsiderationSeller. (c) A decision, act, consent The Sellers recognize and intend that the power of attorney granted in Section 7.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Agent; and (iii) shall survive the death or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction incapacity of each of the Sellers. . (d) The Escrow Agent shall be entitled to treat as genuine, and as the document it purports to be, any letter, facsimile, telex or other document that is believed by his to be genuine and to have been telexed, telegraphed, faxed or cabled by a Seller or to have been signed and presented by a Seller. (e) If the Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Sellers shall (by vote of a majority in interest), within 10 days after such death or disability or as soon as reasonably practicable thereafter, appoint a successor to the Agent and Parent are hereby relieved from any liability immediately thereafter notify the Purchaser of the identity of such successor. Any such successor shall succeed the Agent as Agent hereunder. For purposes of a vote of a majority interest, if the Agent shall die, become disabled or otherwise be unable to any person vote his shares of stock hereunder, the Agent’s spouse shall be conclusively presumed to have full voting authority to vote such stock to appoint a successor to the Agent. If for any acts done reason there is no Agent at any time, all references herein to the Agent shall be deemed to refer to the Sellers. (f) All expenses incurred by them the Agent in accordance connection with such decisionthe performance of his duties as Agent shall be borne and paid by the Sellers, act, consent or instruction of the Sellers Agentunless provided otherwise in this Agreement.

Seller’s Agent. 24.1 The Sellers hereby irrevocably appoint the Sellers’ Agent, who accepts this appointment as agent, (a) As soon as practicable following the date of the Agreement but no later than five to give and receive all notices and other documents under this Agreement, (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”b) to act as agent for give all consents, to handle, dispute, settle or otherwise deal with any and all claims against the Sellers under this Agreement, (c) to pay, on behalf of the Sellers with Sellers, the exclusive authority to give fees and receive notices and communications pursuant costs of the advisers to the terms of this ARTICLE XII solely with respect to indemnification claims Sellers appointed by the Parent Indemnified Parties Sellers’ Agent and relating to the preparation, negotiation and implementation of the transactions contemplated in this Agreement, (d) to (if such amendment is likely to disproportionally affect the rights and obligations of the Direct Investors or Private Investors, only after having received the prior written approval of Direct Investor I, such approval not to be satisfied solely unreasonably withheld or delayed) amend this Agreement, provided that (i) such amendment does not directly reduce the amount of the Purchase Price to be received by the delivery of Escrow Shares any Seller, (ii) otherwise applies equally to the applicable Parent Indemnified Partiesall Sellers, and (iii) does not require any Seller to enter into non-complete undertakings and (e) more generally, to authorize delivery to exercise the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements rights and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take fulfil all actions necessary or appropriate in the judgment obligations of the Sellers on their behalf under this Agreement. 24.2 It is understood that any act or decision taken by the Sellers’ Agent shall bind the Sellers, provided that such decision applies to each Seller on the same basis. The Sellers’ Agent shall be entitled to be reimbursed by the other Sellers for the accomplishment all reasonable costs and expenses incurred by them in such capacity pro rata to their share of the foregoing; provided, however, that notwithstanding the foregoing, Purchase Price. 24.3 The Sellers’ Agent shall inform the Sellers as soon as reasonably practicable of any notices they receive from the other Parties pursuant to this Agreement. 24.4 The Sellers’ Agent shall have no power or authority to take not bear any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares liability whatsoever to the applicable Parent Indemnified Parties. No bond shall be required other Parties in its sole capacity as agent of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesunder this Agreement. (b) The Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agent.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company Sellers' Agent shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of Seller and Stockholders to make all decisions, determinations and agreements with respect to the Sellers with Final Working Capital Statement, the exclusive authority Contingent Additional Consideration and any post-closing payments provided for under Article II, and to make claims for indemnification on behalf of the Seller and Stockholders or to accept responsibility for claims for indemnification made against Seller and Stockholders pursuant to this Agreement, to release Closing Phoenix Shares or other assets held in escrow pursuant to the Escrow Agreement, to give and receive notices and communications pursuant to the terms on behalf of Seller and Stockholders as set forth in this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement, to authorize delivery waive conditions to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, Closing and to terminate this Agreement and to otherwise take all actions necessary or appropriate in the judgment of the Sellers Sellers' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Sellers' Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Sellers' Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Seller and each Stockholder. Sellers' Agent shall not be liable to Seller or Stockholders for any act done or omitted hereunder as Sellers' Agent while acting in his capacity as Sellers Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Sellers Seller and Stockholders shall severally and not jointly indemnify the Sellers Sellers' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Sellers' Agent shall constitute a decision of Seller and all the Sellers Stockholders and shall be final, binding and conclusive upon Seller and each of the SellersStockholders, and the Escrow Agent Buyer and Parent Phoenix may rely upon any decision, act, consent or instruction of the Sellers Seller's Agent as being the decision, act, consent or instruction of each of and every such Seller. Sellers' Agent shall have the Sellersright to assign his rights, powers and obligations hereunder to such other Person as shall be acceptable to Seller and all Stockholders. The Escrow Agent and Parent are Buyer is hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Sellers Sellers' Agent.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf Each of the Sellers hereby appoints irrevocably and exclusively the IK Investor, and expressly authorizes it, in accordance with the exclusive authority provisions of article 1161 of the French Civil Code (Code Civil), to give act on behalf and receive notices in the name of all or part of the Sellers, as its agent (mandataire) (the "Sellers’ Agent") to, in its name and communications pursuant to on its behalf: (i) amend the terms of this ARTICLE XII solely with respect Agreement, except if the contemplated amendment materially affects negatively the rights of a given Seller more than the others (in which case such amendment shall be approved but such affected Seller (but not the others)); it being specified that the Sellers’ Agent shall not be entitled to indemnification claims modify or amend the Purchase Price without the prior written consent of the CEO; (ii) receive notices under this Agreement (other than any notice given by the Parent Indemnified Parties to be satisfied solely Purchaser of any breach or violation, or alleged breach or violation, by the delivery a Seller or Sellers of Escrow Shares to the applicable Parent Indemnified Partiesany term of this Agreement); and (iii) at Closing, to authorize delivery to the Parent Indemnified Parties sign and deliver transfer forms (ordres de mouvement) and reiterative deeds (actes réitératifs) (if any) in favor of the Escrow Shares Purchaser in satisfaction respect of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4its Transferred Securities; (iv) deliver any notices, to object to such deliveriescertifications, to agree toconsents, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will approvals or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary waivers required or appropriate under this Agreement (as determined in the reasonable judgment of the Sellers Agent for Sellers’ Agent); (v) make any filing required or appropriate under this Agreement (as determined in the accomplishment reasonable judgment of the foregoing; providedSellers’ Agent); (vi) handle, howeverdispute, that notwithstanding the foregoingcompromise, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid settle or otherwise satisfied other than deal with any and all claims against by or against or disputes with the delivery of Escrow Shares to Purchaser under this Agreement; and (vii) more generally, exercise the applicable Parent Indemnified Parties. No bond shall be required rights of the Sellers Agent, and on their behalf under this Agreement (including the Sellers Agent shall receive no compensation for services rendered. Notices or communications right to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesterminate this Agreement under Article 10.1). (b) The Each of the Sellers expressly acknowledges and accepts that the Sellers' Agent may, on the basis of its appointment as agent, enter into agreements to which the Sellers' Agent or other Sellers represented by the Sellers' Agent will also be a party. This mandate shall be in the common interest of the Sellers and as a consequence, shall not be liable for revoked by any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationthem. (c) A decision, act, consent Any act or instruction of decision taken by the Sellers Sellers’ Agent in accordance with this Agreement shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon bind each of the Sellers, and provided that such decision applies to each similarly situated Seller on the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of same basis. (d) References to the Sellers Agent as being "Sellers’ Agent" appearing herein shall be deemed to be qualified by the decision, act, consent or instruction phrase "(on behalf of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person )", provided that the Sellers’ Agent’s so acting as the agent for any acts done by them in accordance with such decision, act, consent or instruction each of the Sellers Agentshall in no case cause the Sellers’ Agent to be deemed to be liable for any obligations of a Seller hereunder or to establish any joint and several liability among the Sellers. (e) The Sellers’ Agent shall not bear any liability whatsoever, to either any of the Sellers or to the Purchaser, in its capacity as agent of the Sellers under this Agreement, except in case of wilful misconduct (faute intentionnelle).

Seller’s Agent. (ai) As soon The Sellers, pursuant to this Agreement, hereby appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless all of the Sellers Agent shall have no power or authority agree to take any such removal and to the identity of the foregoing actions for or on behalf substituted Sellers’ Agent. Any vacancy in the position of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid filled by approval by those Sellers who hold or otherwise satisfied other than by held a majority of the delivery of Escrow Shares Target Equity prior to the applicable Parent Indemnified PartiesClosing. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely during the term of the Agreement. (ii) The Sellers’ Agent shall not incur any liability with respect to indemnification claims any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Parent Indemnified Parties to be satisfied solely by Sellers’ Agent based on such advice and the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Sellers’ Agent shall not be liable for any act done or omitted hereunder to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconductthis Agreement, and any act done no covenants or omitted pursuant to the advice of counsel obligations shall be conclusive evidence implied under this Agreement against the Sellers’ Agent; provided, however, that he did the foregoing shall not act with gross negligence or willful misconductas a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The other Sellers shall severally and not jointly pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers Sellers’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the duties hereunder, Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably attorneys’ fees) incurred by the Sellers Sellers’ Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties in pursuing a dispute pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationthis Agreement. (ciii) A decision, act, consent or instruction of the Sellers Sellers’ Agent shall constitute a decision decision, act, consent or instruction from all of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent . Buyer may rely upon any such decision, act, consent or instruction of the Sellers Sellers’ Agent as being the decision, act, consent or instruction of each of the Sellersevery such Seller. The Escrow Agent and Parent are Buyer is hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent. (iv) At Closing, Buyer shall deposit by wire transfer of immediately available funds to the account designated by the Sellers’ Agent an amount equal to $200,000 (the “Sellers’ Agent Expense Amount”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Agent for his obligations in connection with this Agreement and the transactions contemplated hereby. The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, as and when determined by the Sellers’ Agent in his sole discretion.

Seller’s Agent. (ai) As soon The Sellers, pursuant to this Agreement, hereby appoint O▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless all of the Sellers Agent shall have no power or authority agree to take any such removal and to the identity of the foregoing actions for or on behalf substituted Sellers’ Agent. Any vacancy in the position of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid filled by approval by those Sellers who hold or otherwise satisfied other than by held a majority of the delivery of Escrow Shares Target Equity prior to the applicable Parent Indemnified PartiesClosing. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely during the term of the Agreement. (ii) The Sellers’ Agent shall not incur any liability with respect to indemnification claims any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Parent Indemnified Parties to be satisfied solely by Sellers’ Agent based on such advice and the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Sellers’ Agent shall not be liable for any act done or omitted hereunder to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconductthis Agreement, and any act done no covenants or omitted pursuant to the advice of counsel obligations shall be conclusive evidence implied under this Agreement against the Sellers’ Agent; provided, however, that he did the foregoing shall not act with gross negligence or willful misconductas a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The other Sellers shall severally and not jointly pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers Sellers’ Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the duties hereunder, Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably attorneys’ fees) incurred by the Sellers Sellers’ Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties in pursuing a dispute pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationthis Agreement. (ciii) A decision, act, consent or instruction of the Sellers Sellers’ Agent shall constitute a decision decision, act, consent or instruction from all of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent . Buyer may rely upon any such decision, act, consent or instruction of the Sellers Sellers’ Agent as being the decision, act, consent or instruction of each of the Sellersevery such Seller. The Escrow Agent and Parent are Buyer is hereby relieved from any liability to any person for any acts done by them it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent. (iv) At Closing, Buyer shall deposit by wire transfer of immediately available funds to the account designated by the Sellers’ Agent an amount equal to $200,000 (the “Sellers’ Agent Expense Amount”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Agent for his obligations in connection with this Agreement and the transactions contemplated hereby. The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, as and when determined by the Sellers’ Agent in his sole discretion.

Seller’s Agent. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (a"▇▇▇▇▇▇▇") As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent -------------- ("Sellers' Agent") for and on behalf of the Sellers for purposes of this Agreement and shall act and perform such duties in accordance with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely Agreement. Sellers' Agent shall have the exclusive right and power to represent, act on behalf of, waive or modify and negotiate settlements of all matters on behalf of Sellers which may arise before or after the Closing Date in connection with respect the transactions contemplated by this Agreement. Sellers shall be bound by any such settlements, representations, actions, waivers or modifications, or other matters agreed to indemnification claims by the Parent Indemnified Parties Sellers' Agent. Delivery or disclosure to Sellers' Agent of any documents, reports, information, notices or communications permitted or required to be satisfied solely furnished to Shareholders pursuant to this Agreement shall be deemed for all purposes of this Agreement to have been, or to be furnished to all of Shareholders by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to Sellers' Agent. Buyer shall have no obligation to question the Parent Indemnified Parties authority of Sellers' Agent and shall have no liability to any Shareholders or Sellers' Agent for any action taken in good faith in reliance on or in accordance with written instructions from Sellers' Agent. In the event the original Sellers' Agent named herein shall resign, die, or be unable to act or continue to act or refuse to act as Sellers' Agent, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ shall serve as Sellers' Agent. The successor Sellers' Agent shall have all of the Escrow Shares in satisfaction of indemnification claims by rights and powers as the Parent Indemnified Parties as contemplated by Section 12.4, Sellers' Agent herein conferred upon the original Sellers' Agent. It is specifically agreed that Buyer shall only be required to object to such deliveries, to agree to, negotiate, enter into settlements deal with Sellers' Agent and compromises of, and take legal actions and comply not with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment any of the Sellers Agent for Shareholders individually. Specifically, but without limiting the accomplishment generality of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Agent Buyer shall not be liable for required to furnish any act done reports or omitted hereunder in his capacity as Sellers Agentinformation to, give any notices to, or obtain any consents from, any Shareholders. In addition, except to the extent it has acted with gross negligence that Sellers' Agent is prevented or willful misconductprohibited from doing so and except as otherwise provided herein, only Sellers' Agent shall have the right or power to exercise any of the rights or remedies provided for herein or in any of the Ancillary Agreements which may be exercised or undertaken by Shareholders. Accordingly, no Shareholders shall be entitled to exercise any rights or remedies unless and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence extent that he did not act with gross negligence Sellers' Agent is prevented or willful misconductprohibited from doing so. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses Buyer may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers rely and shall be finalprotected in acting or refraining from acting upon any certificate, binding and conclusive upon each of the statement, notice, request, direction or consent received by Buyer from Sellers' Agent, and the Escrow Agent and Parent may rely upon Buyer shall have no duty or obligation to determine whether any decision, act, consent Member or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability other person has consented to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers communication to Buyer from Sellers' Agent.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers The Sellers’ Agent is hereby constituted and Parent (the “Sellers Agent”) to act appointed as agent and attorney-in-fact for and on behalf of the Sellers with and shall have full power and authority to do the exclusive authority following: (i) to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, Offset Right; (ii) to authorize delivery to recovery by Buyer through the Parent Indemnified Parties of the Escrow Shares Offset Right in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, this Agreement; (iii) to object to such deliveries, recovery; (iv) to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators a court with respect to, claims by Buyer with respect to indemnification claims by the Parent Indemnified Parties that will Offset Right or may be paid the Hold-Back Shares; (v) to waive, settle or otherwise satisfied solely by compromise any and all rights of Sellers with respect to the delivery (or non-delivery) of Escrow any portion of the Hold-Back Shares, and ; (vi) to participate in any procedures or proceedings as contemplated in this Agreement; (vii) to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of any of the foregoing; provided, however, that notwithstanding (viii) to take all actions necessary or appropriate in the judgment of the Sellers’ Agent to perform any other matters for which the Sellers’ Agent is provided authority in this Agreement; and (ix) to receive any portion of the Hold-Back Shares otherwise then eligible to be distributed to the Sellers and to use any portion thereof for purposes of paying the costs associated with any of the foregoing, it being the understanding and agreement of the parties that the expenses of the Sellers’ Agent and any expenses of the Sellers associated with any procedures or proceedings conducted by the Sellers’ Agent shall have no power or authority to take any of the foregoing actions for or collectively on behalf of any Seller in respect of any indemnification claims the Sellers pursuant to this Agreement shall be borne by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. Sellers. (b) No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall receive no compensation for services renderedhereunder. Notices For those matters for which the Sellers’ Agent is provided authority under this Agreement, notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers. (bc) The Sellers Sellers’ Agent shall not be liable to the Sellers for any act done or omitted hereunder as the Sellers’ Agent while acting in his capacity as Sellers Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the written or oral advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it the Sellers’ Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers’ Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow ’ Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agenthereunder.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf Each of the Sellers hereby irrevocably appoints ▇▇▇▇▇ ▇▇▇▇ Brook (herein called the "Sellers' Agent"), or any successor Sellers' Agent appointed in accordance with the exclusive authority this Section 16.1 as his, her or its agent and attorney-in-fact to give and receive notices and communications pursuant take any action required or permitted to be taken by such Seller under the terms of this ARTICLE XII solely with respect to indemnification claims by Agreement, including, without limiting the Parent Indemnified Parties to be satisfied solely by the delivery generality of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power payment of expenses relating to the transactions contemplated by the Agreement, and the right to waive, modify or authority to take amend any of the foregoing terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions for taken by the Sellers' Agent on his or its behalf. In the event of the death or incapacity of Sellers' Agent, such person shall be replaced by Miles ▇. ▇▇▇▇▇▇▇ (automatically and without any action by any Seller) who shall continue in that capacity. If at any time, neither of the persons named above is serving as Sellers' Agent, then Sellers' Agent shall be such person as may be named as such in a notice to Purchaser, executed by Sellers holding (or, if such time is after Closing, formerly holding) more than 50% of all shares of Stock listed on Annex 2. The Sellers agree jointly and severally to indemnify the Sellers' Agent from and against and in respect of any and all liabilities, damages, claims, costs, and expenses, including, but not limited to attorneys' fees, arising out of or due to any action as the Sellers' Agent and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Sellers' Agent. Purchaser shall be entitled to rely exclusively upon any communications given by the Sellers' Agent on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers AgentSeller, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Agent shall not be liable for any act done action taken or omitted hereunder not taken in his capacity as Sellers reliance upon any such communications from the Sellers' Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel . Purchaser shall be conclusive evidence that he did not act with gross negligence entitled to disregard any notices or willful misconduct. The other communications given or made by Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability unless given or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by made through the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers ' Agent.

Seller’s Agent. (a) As soon The Sellers hereby irrevocably and exclusively appoint Arkema France as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent their sole representative (the “Sellers Sellers’ Agent”), with full power and authority to, in their name, place and s▇▇▇▇, take all actions permitted or required to be taken by them pursuant to this Agreement, including: (i) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices under this Agreement; (ii) receive any payments made by the Purchaser under this Agreement and communications pursuant to allocate any such payment between the Sellers; (iii) deliver any notices, certifications, consents, approvals or waivers required or appropriate under this Agreement; (iv) amend the terms of this ARTICLE XII solely Agreement, to the extent such amendment does not materially affect one Seller more than the other Sellers; (v) handle, contest, dispute, compromise, adjust, settle or otherwise deal with respect to indemnification any and all claims by or against or disputes with the Parent Indemnified Parties to be satisfied solely by Purchaser under this Agreement; and (vi) more generally, exercise the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment rights of the Sellers Agent for on their behalf under this Agreement (including the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority right to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesterminate this Agreement under Section ‎4.1). (b) The Sellers Agent shall not be liable for any Any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent decision taken by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers ’ Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares in accordance with this Agreement shall bind each of the Seller ConsiderationSellers. (c) A decision, act, consent or instruction of References to the Sellers Agent shall constitute a decision of all the Sellers and “Sellers’ Agent” appearing herein shall be final, binding and conclusive upon each of deemed to be qualified by the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction phrase “(on behalf of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person )”, provided that the Sellers’ Agent’s so acting as the agent for any acts done by them in accordance with such decision, act, consent or instruction each of the Sellers Agentneither implies that the Sellers’ Agent shall be deemed to be liable for any obligations of a Seller hereunder nor to establish any joint and several liability among the Sellers. (d) The Sellers’ Agent shall not bear any liability whatsoever, to either any of the Sellers or the Purchaser, in its capacity as agent of the Sellers under this Agreement, except in case of willful misconduct (faute intentionnelle).

Seller’s Agent. (a) As soon ▇▇▇▇▇▇▇ ▇▇▇▇ shall be constituted and appointed as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent Seller's Agent for and on behalf of the Sellers with the exclusive authority Seller to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Purchaser of the cash from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Sellers Seller's Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Sellers Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may be paid or otherwise satisfied other than by the delivery of Escrow Shares resign upon thirty (30) days' notice to the applicable Parent Indemnified Partiesparties to this Agreement. No bond shall be required of the Sellers Seller's Agent, and the Sellers Seller's Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Sellers Seller's Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSeller. (b) The Sellers Seller's Agent shall not be liable for any act done or omitted hereunder as Seller's Agent while acting in his capacity as Sellers Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Sellers Seller shall severally and not jointly indemnify the Sellers Seller's Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Seller's Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers The Seller's Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, have reasonable access to information about Seller and the Escrow reasonable assistance of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability about Seller to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Sellers Agentinformation confidentially).

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company Mr. Arad Naveh shall appoint an agent reasonably acceptable to Sellers be constituted and Parent (the “Sellers Agent”) to act appointed as agent ("Sellers' Agent") for and on behalf of the Sellers with to enter into the exclusive authority Escrow Agreement for himself and on behalf of the other Sellers, to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Acquiror of the cash or other assets from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Sellers Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other Escrow Fund from time to time upon not less than by the delivery of Escrow Shares 10 days' prior written notice to the applicable Parent Indemnified PartiesAcquiror. No bond shall be required of the Sellers Sellers' Agent, and the Sellers Sellers' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Sellers Sellers' Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers. (b) The Sellers Sellers' Agent shall not be liable for any act done or omitted hereunder as Sellers' Agent while acting in his capacity as Sellers Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Sellers shall jointly and severally and not jointly indemnify the Sellers Sellers' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers The Sellers' Agent shall constitute a decision have reasonable access to information about Target and the reasonable assistance of all the Sellers Target's officers and shall be finalemployees for purposes of performing its duties and exercising its rights hereunder, binding and conclusive upon each of provided that the Sellers, ' Agent shall treat confidentially and the Escrow Agent and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability about Target to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Sellers Agentinformation confidentially).

Seller’s Agent. (a) As soon as practicable following For the date purposes of the Agreement but no later than five (5) business days prior to the Closing Datethis Agreement, the Company each Seller shall hereby appoint an agent reasonably acceptable to Sellers and Parent Sagard SAS (the “Sellers Sellers’ Agent”), who accepts, as its representative, in its name and on its behalf, under the circumstances provided in this Agreement, to sign and negotiate all documents required for the completion of the Acquisition as well as any amendment to this Agreement entered into in accordance with Clause 15.4 (Amendment - Waiver) to make and receive all notices and to make all communications or declarations, to contest and settle any and all claims for indemnification pursuant to Clause 9, to resolve any other disputes hereunder or thereunder, to receive all payments which are to be made pursuant to this Agreement or as a consequence thereof, to, or on behalf of, the Sellers, act as agent for service of process and representative before any court or tribunal. For the purposes of this Agreement, each Seller shall hereby also appoint the Sellers’ Agent, who accepts as its representative, in its name and on behalf of its behalf, under the circumstances provided in this Agreement to receive the Purchase Price, the Convertible Bonds Purchase Price as well as allocate among the Sellers with any and all payments to be made by the exclusive authority to give and receive notices and communications Buyer pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesClause 3. (b) The Sellers Any notification to the Sellers’ Agent shall not thus be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except deemed to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant have been made to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part each of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decisionThe Sellers’ Agent shall promptly keep informed the Sellers or, actas the case may be, consent their true and lawful attorney, of any information regarding the Acquisition and more generally, of any action performed to their benefit and on their behalf to the effect of carrying out the Acquisition and to promptly deliver them all documents necessary for their personal needs and administrative, tax or instruction banking issues. (d) The Sellers’ Agent shall not bear any liability whatsoever to the Sellers, in its capacity as agent of the Sellers under this Agreement. (e) Should Sagard SAS be unable to perform its duties to act as the Sellers’ Agent, for any reason whatsoever, the Sellers’ Agent shall constitute a decision of all will be appointed among the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of by the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction If the Sellers do not reach an agreement within 30 (thirty) days of the date Sagard SAS has ceased to perform its duties as Sellers’ Agent, then the Sellers’ Agent shall be appointed among the Sellers Agentby the President of the Commercial Court of Paris ruling in summary form (statuant en référé), such ruling being unchallengeable in appeal.

Seller’s Agent. (ai) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf Each of the Sellers hereby irrevocably appoints M. Druon Note (hereinafter referred to as, together with his successors, the exclusive authority "SELLERS' AGENT") as his or her Agent and attorneys-in-fact to give and receive notices and communications pursuant take any action required to be taken by the Sellers under the terms of this ARTICLE XII solely with respect to indemnification claims by Agreement, including, without limiting the Parent Indemnified Parties to be satisfied solely by the delivery generality of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power giving and receipt of any notices to be delivered or authority to take any of the foregoing actions for received by or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required all of the Sellers and the right to waive, modify or amend any of the terms of this Agreement, and agrees to be bound by any and all actions taken by such Sellers' Agent on her/his behalf. The Buyer shall be entitled to rely exclusively upon any communications given by the Sellers' Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The Sellers Agent Buyer shall not be liable in any manner whatsoever for any act done action taken or omitted hereunder not taken in his capacity as Sellers reliance upon the actions taken or not taken or communications made by the Sellers' Agent, except to as the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel case may be. The Buyer shall be conclusive evidence that he did not act with gross negligence entitled to disregard any notices or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability communications given or expense incurred without gross negligence or bad faith on the part of the Sellers Agent and arising out of or in connection with the acceptance or administration of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred made by the Sellers unless given or made through the Sellers' Agent. (ii) In the event of the death or incapacity of the Sellers' Agent or his inability to perform his functions hereunder, the Sellers shall promptly appoint another person to serve as the Sellers' Agent. Such appointment shall be deemed to have been made when the identity of the new Agent has been communicated to the Buyer in writing. (“Outstanding iii) The manner and form by which the Sellers Agent Expenses”). If not paid directly shall decide upon any new agent and attorney-in-fact and the manner in which such decisions are to be communicated to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of decided solely by the Sellers. The Escrow Sellers recognize, and hereby acknowledge, that the Sellers' Agent has an interest in the subject matter of this Agreement and Parent that the appointment of such Agent as the Sellers' Agent constitutes an irrevocable power-of-attorney coupled with an interest. (iv) The Sellers shall jointly and severally indemnify and hold harmless the Sellers' Agent from and against any loss or cost which he may sustain or incur while acting as Sellers' Agent except that the Sellers' Agent shall bear his own liability and expense arising out of activities that are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent fraudulent or instruction of the Sellers Agentgrossly negligent.

Seller’s Agent. (a) As soon ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be constituted and appointed as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent Sellers' Agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiescommunications, to authorize delivery to the Parent Indemnified Parties Purchaser of the cash from the Escrow Shares Fund in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharessuch claims, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers' Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Such agency may be changed by the foregoing, the Sellers Agent shall have no power or authority to take any holders of a majority in interest of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Sellers' Agent may be paid or otherwise satisfied other than by the delivery of Escrow Shares resign upon thirty (30) days' notice to the applicable Parent Indemnified Partiesparties to this Agreement. No bond shall be required of the Sellers Sellers' Agent, and the Sellers Sellers' Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Sellers Sellers' Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSeller. (b) The Sellers Sellers' Agent shall not be liable for any act done or omitted hereunder as Sellers' Agent while acting in his capacity as Sellers Agent, except to good faith and in the extent it has acted with gross negligence or willful misconductexercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Sellers shall severally and not jointly indemnify the Sellers Sellers' Agent and hold it him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers' Agent and arising out of or in connection with the acceptance or administration of the his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers The Sellers' Agent shall constitute a decision have reasonable access to information about Seller and the reasonable assistance of all the Sellers Sellers' officers and shall be finalemployees for purposes of performing its duties and exercising its rights hereunder, binding and conclusive upon each of provided that the Sellers, ' Agent shall treat confidentially and the Escrow Agent and Parent may rely upon not disclose any decision, act, consent nonpublic information from or instruction of the about Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with anyone (except on a need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Sellers Agentinformation confidentially).

Seller’s Agent. Each Seller hereby -------------- authorizes and appoints Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) As soon as practicable following receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the date right to assert, against Buyer, or (ii) any claims which Buyer may assert, or have the right to assert, against any Seller. Sellers' Agent hereby accepts such authorization and appointment. Upon the receipt of the Agreement but no later than five (5) business days prior written evidence satisfactory to Buyer to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act effect that Sellers' Agent has been substituted as agent for and of Sellers by reason of his death, disability or resignation, Buyer shall be entitled to rely on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant such substituted agent to the terms of this ARTICLE XII solely same extent as it was theretofore entitled to rely upon Sellers' Agent with respect to indemnification claims the matters covered by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by this Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators 10.15. No Seller shall act with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf matters which are the subject of any Seller this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of any indemnification claims by such matters, that the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery enforceability of Escrow Shares this Section 10.15 is material to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers AgentBuyer, and that Buyer has relied upon the enforceability of this Section 10.15 in entering into this Agreement. In the event Sellers' Agent declines to represent Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by any matter delegated to Sellers' Agent under this Agreement, Sellers agree that the Parent Indemnified Parties to be satisfied solely by the delivery affirmative written determination of Escrow Shares to the applicable Parent Indemnified Parties. (b) The those Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part holding more than 50 percent of the Sellers Agent and arising out number of or in connection with the acceptance or administration Interests held by all of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such lossesas set forth on SCHEDULE 3.3, liabilities or expenses may be recovered by will constitute the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision action of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and ------------ each Seller agrees that in such event it will be bound by the Escrow Agent determination of such majority of Sellers and Parent may rely upon will not seek to challenge any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellerssuch determination in any forum. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agent[SIGNATURE PAGE FOLLOWS.]

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby appointed, the Company shall appoint an agent reasonably acceptable to Sellers authorized and Parent (the “Sellers Agent”) empowered to act as the representative of the Sellers hereunder, with full power of substitution, to the extent and in the manner set forth in this Agreement, and Sellers’ Agent, by his signature below, agrees to serve in such capacity. Each Seller hereby designates the Sellers’ Agent as the representative of the Seller for purposes of this Agreement, and approval of this Agreement by such persons shall constitute ratification and approval of such designation on the terms set forth herein. Such designation and appointment is irrevocable by action of any Seller. All decisions, actions, consents and instructions by the Sellers’ Agent with respect to this Agreement shall be binding upon all of the Sellers with respect to their interests as Sellers. Buyer shall be entitled to rely on any decision, action, consent or instruction of the Sellers’ Agent as being the decision, action, consent or instruction of the Sellers, and Buyer is hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as Sellers’ Agent, the Sellers’ Agent shall be authorized and empowered, as agent for of and on behalf of the all Sellers (only with the exclusive authority respect to their interests as Sellers), to give and receive notices and communications pursuant as provided herein, to administer the terms provisions of this ARTICLE XII solely with respect to indemnification claims by Agreement (including the Parent Indemnified Parties to be satisfied solely by the delivery provisions of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4Article IX), to object (or refrain from objecting) to such deliveriesany claims, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to indemnification waive after the Closing any breach or default of Buyer of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each Seller in connection with any claims by against such Seller arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the Parent Indemnified Parties that will transactions contemplated hereby or may be paid under any Transaction Document, to engage attorneys, accountants, agents or otherwise satisfied solely by consultants in connection with the delivery performance of Escrow Sharesany of its duties, obligations or rights, and pay any fees related thereto, and to take all other actions necessary that are either (i) necessary, appropriate or appropriate desirable in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power foregoing or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims (ii) specifically mandated by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery terms of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services renderedthis Agreement. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers, other than Buyer. (b) The Sellers Sellers’ Agent may resign at any time, and in the event of the death, incapacity or resignation of the Sellers’ Agent, a new Sellers’ Agent shall be appointed by the vote or written consent of Sellers holding a majority of the Shares immediately prior to the Closing. Notice of such vote or a copy of the written consent appointing such new Sellers’ Agent shall be sent to Buyer and, after the Closing, to the Company, such appointment to be effective upon the later of the date indicated in such consent and the date such consent is received by Buyer and, after the Closing, the Company; provided that until such notice is received, Buyer and the Company, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of the prior Sellers’ Agent as described herein. The Sellers’ Agent may charge a reasonable fee for his, her or its services; provided, that all fees and expenses incurred by the Sellers’ Agent in performing his, her or its duties hereunder (including legal fees and expenses related thereto) and any indemnification in favor of the Sellers’ Agent shall be borne by the Sellers pro rata in accordance with their proportion of the total Shares. (c) In dealing with this Agreement and any notice, instrument, agreement or document relating hereto, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Agent hereunder, (i) the Sellers’ Agent and his, her or its agents, counsel, accountants and other representatives shall not be liable for assume any, and shall not incur any, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to any Seller, Buyer, or the Company, including by reason of any error in judgment or other act done or omission performed or omitted hereunder or in his capacity as Sellers Agentconnection with this Agreement or any such other agreement, instrument or document, except to the extent it has acted with gross negligence such actions shall have been determined by a court of competent jurisdiction to have constituted fraud, willful misconduct or willful misconductintentional misrepresentation, and (ii) the Sellers’ Agent shall be entitled to rely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act done or omitted omission of the Sellers’ Agent pursuant to such advice shall in no event subject the Sellers’ Agent to liability to any Seller, Buyer or the Company. Except in cases where a court of competent jurisdiction has made such a finding, the Sellers shall on a pro rata basis (based on each such Seller’s Shares) indemnify, defend and hold harmless the Sellers’ Agent, its Affiliates and Representatives from and against any and all Losses and liabilities arising out of and in connection with his or its activities as the Sellers’ Agent under this Agreement or otherwise. (d) The Sellers’ Agent shall not have any duties or responsibilities other than those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Sellers’ Agent. The Sellers’ Agent shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by the Company, any Seller, or Buyer, or any other evidence deemed by the Sellers’ Agent to be reliable. The Sellers’ Agent may seek the advice of legal counsel in the event of any dispute or question as to the construction of any of the provisions of this Agreement or any other Transaction Document or its duties hereunder or thereunder, and it shall incur no liability in its capacity as Sellers’ Agent to Buyer or any Seller and shall be conclusive evidence that he did not act fully protected with gross negligence respect to any action taken, omitted or willful misconduct. suffered by it in accordance with the advice of such counsel. (e) The other Sellers grant of authority provided for in this (i) is coupled with an interest and is being granted, in part, as an inducement to Buyer to enter into this Agreement, and shall severally be irrevocable and not jointly indemnify survive the Sellers Agent and hold it harmless against any lossdissolution, liability liquidation or expense incurred without gross negligence or bad faith on the part bankruptcy of the Sellers Agent Company or the death, incompetency, liquidation or bankruptcy of any Seller, shall be binding on any successor thereto and arising out (ii) shall survive the assignment by any Seller of the whole or in any portion of his, her or its interest hereunder. (f) In connection with the acceptance or administration performance of its obligations hereunder, the Sellers’ Agent shall have the right, at any time and from time to time to select and engage, at the cost and expense of the duties hereunderSellers, including any attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as it may deem necessary or desirable and incur other out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly related to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Considerationperforming its services hereunder. (cg) A decision, act, consent or instruction All of the Sellers Agent shall constitute a decision of all the Sellers immunities and shall be final, binding and conclusive upon each of powers granted to the Sellers, and ’ Agent under this Agreement shall survive the Escrow Agent and Parent may rely upon Closing and/or any decision, act, consent or instruction termination of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agentthis Agreement.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers The Sellers’ Agent is hereby constituted and Parent (the “Sellers Agent”) to act appointed as agent and attorney-in-fact for and on behalf of the Sellers with and shall have full power and authority to do the exclusive authority following: (i) to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, Offset Right; (ii) to authorize delivery to recovery by Buyer through the Parent Indemnified Parties of the Escrow Shares Offset Right in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, this Agreement; (iii) to object to such deliveries, recovery; (iv) to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators a court with respect to, claims by Buyer with respect to indemnification claims by the Parent Indemnified Parties that will Offset Right or may be paid the Earn-Out Shares; (v) to waive, settle or otherwise satisfied solely by compromise any and all rights of Sellers with respect to the delivery (or non-delivery) of Escrow any portion of the One Year Shares or the Earn-Out Shares, and ; (vi) to participate in any procedures or proceedings as contemplated in this Agreement; (vii) to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of any of the foregoing; provided, however, that notwithstanding (viii) to take all actions necessary or appropriate in the judgment of the Sellers’ Agent to perform any other matters for which the Sellers’ Agent is provided authority in this Agreement; and (ix) to receive any portion of the One Year Shares or the Earn-Out Shares otherwise then eligible to be distributed to the Sellers and to use any portion thereof for purposes of paying the costs associated with any of the foregoing, it being the understanding and agreement of the parties that the expenses of the Sellers’ Agent and any expenses of the Sellers associated with any procedures or proceedings conducted by the Sellers’ Agent shall have no power or authority to take any of the foregoing actions for or collectively on behalf of any Seller in respect of any indemnification claims the Sellers pursuant to this Agreement shall be borne by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. Sellers. (b) No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall receive no compensation for services renderedhereunder. Notices For those matters for which Sellers’ Agent is provided authority under this Agreement, notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers. (bc) The Sellers Sellers’ Agent shall not be liable to Sellers for any act done or omitted hereunder as Sellers’ Agent while acting in his capacity good faith and in the exercise of reasonable judgment on behalf of Sellers or Founders, as Sellers Agent, except to the extent it has acted with gross negligence or willful misconductapplicable, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconductof such good faith. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it the Sellers’ Agent harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers Sellers’ Agent and arising out of or in connection with the acceptance or administration of the duties of Sellers’ Agent hereunder. (d) The Sellers’ Agent shall, upon reasonable advance written notice from Sellers’ Agent to Buyer and during normal business hours of Buyer, have reasonable access to information about Buyer and the reasonable assistance of Buyer’s officers and employees for purposes of performing the duties and exercising the rights of Sellers’ Agent hereunder, including provided that the Sellers’ Agent shall treat confidentially and not disclose any out-of-pocket costs nonpublic information from or about Buyer to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) Buyer and expenses each Seller acknowledge that the Sellers’ Agent may have a conflict of interest with respect to the duties as the Sellers’ Agent, and legal fees in such regard the Sellers’ Agent has informed Buyer and other legal costs reasonably incurred each Seller that the Sellers’ Agent will act in the best interests of the Sellers or Founders, as applicable. (f) The Sellers’ Agent may be replaced at any time by the Sellers Agent holding more than fifty percent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any50%) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller ConsiderationPro Rata Percentage interests. (cg) A decision, act, consent or instruction of the Sellers Sellers’ Agent with respect to the matters for which the Sellers’ Agent is provided authority in this Agreement shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each of the SellersSeller, and the Escrow Agent and Parent Buyer may rely upon any such decision, act, consent or instruction of the Sellers Sellers’ Agent as being the decision, act, consent or instruction of each of the SellersSeller. The Escrow Agent and Parent are Buyer is hereby relieved from any liability to any person Person for any acts done by them Buyer in accordance with such decision, act, consent or instruction of the Sellers Sellers’ Agent.

Seller’s Agent. Each Seller hereby authorizes and appoints -------------- Sellers' Agent as its, his or her exclusive agent and attorney- in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Datereceiving or giving all notices, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesinstructions, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4other communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties consents or agreements that will or may be paid necessary, required or otherwise satisfied solely by given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller or Escrow Agent may assert, or have the delivery of right to assert, against Buyer or Escrow SharesAgent, or (ii) any claims which Buyer or Escrow Agent may assert, or have the right to assert, against any Seller or Escrow Agent. Sellers' Agent hereby accepts such authorization and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; providedappointment, however, provided that notwithstanding the foregoing, the Sellers Sellers' Agent shall have no power duty or authority liability whatsoever to take Buyer in his capacity at Sellers' Agent. Upon the receipt of written evidence satisfactory to Buyer to the effect that Sellers' Agent has been substituted as agent of Sellers by reason of his death, disability or resignation, Buyer shall be entitled to rely on such substituted agent to the same extent as it was theretofore entitled to rely upon Sellers' Agent with respect to the matters covered by this Section 20. No Seller shall act with respect to any of the foregoing actions for or on behalf matters which are the subject of any Seller this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of any indemnification claims by such matters, that the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery enforceability of Escrow Shares this Section 20 is material to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers AgentBuyer, and that Buyer has relied upon the enforceability of this Section 20 in entering into this Agreement. In the event Sellers' Agent declines to represent Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by any matter delegated to Sellers' Agent under this Agreement, Sellers agree that the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. (b) The affirmative written determination those Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except to the extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The other Sellers shall severally and not jointly indemnify the Sellers Agent and hold it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part holding more than 50 percent of the interests held by all Sellers Agent and arising out of or in connection with the acceptance or administration as set forth on Schedule 3.3 of the duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by Purchase Agreement ------------ will constitute the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers, such losses, liabilities or expenses may be recovered by the Sellers Agent from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers Agent shall constitute a decision action of all the Sellers and shall be final, binding and conclusive upon each of the Sellers, and each Seller agrees that in such event it will be bound by the Escrow Agent determination of such majority of Sellers and Parent may rely upon will not seek to challenge any decision, act, consent or instruction of the Sellers Agent as being the decision, act, consent or instruction of each of the Sellers. The Escrow Agent and Parent are hereby relieved from such determination in any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers Agentforum.