Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx as the 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 Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The SellersAs soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, pursuant the Company shall appoint an agent reasonably acceptable to this Agreement, hereby appoint Mxxxxxx Xxxxxxx as Sellers and Parent (the Sellers’ “Sellers Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority ”) to act as agent for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, Sellers with the exclusive authority to give and receive notices and communications, waivers and consents under communications pursuant to the terms of this Agreement, to act on behalf of the Sellers ARTICLE XII solely with respect to any matters arising under this Agreementindemnification 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 Buyer Parent Indemnified Parties of cash and other propertythe 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 commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits take legal actions 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 such suits, indemnification claims by the Parent Indemnified Parties that will or proceedingsmay 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’ 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 Sellers’ foregoing, the Sellers Agent may not be removed unless Sellers holding the right shall have no power or authority to receive a majority take any of the Purchase Price (“Sellers Majority”) agree to such removal and 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 identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majorityapplicable Parent Indemnified Parties. No bond shall be required of the Sellers’ Sellers Agent, and the Sellers’ Sellers Agent shall not receive no compensation for its servicesservices rendered. Notices or communications to or from the Sellers’ Sellers Agent shall constitute notice to or from each of the Sellers during solely with respect to indemnification claims by the term Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the Agreementapplicable Parent Indemnified Parties.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx Xxxxxxx as the 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 Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, Skyview Capital is hereby appoint Mxxxxxx Xxxxxxx appointed by the Sellers as the Sellers’ Agent, who shall be to act as the Sellers’ representative agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to Sellers to: (i) give and receive notices and communications, waivers and consents under this Agreement, communications to act or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually); (ii) authorize the Escrow Agent to effect the forfeiture of all or any portion of the Escrow Consideration or to recover directly from Sellers with respect in satisfaction of claims for indemnification (on behalf of itself or any other Indemnified Person), including by not objecting to such claims; (iii) object to any matters arising claims for indemnification under this AgreementArticle VII, whether against the Escrow Consideration or directly against Sellers, pursuant to authorize delivery Section 7.7(b); (iv) consent or agree to the Buyer of cash and other property, to object to such deliveries, to agree (including by not objecting to), negotiate, enter into settlements and compromises of, demand arbitration of and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and represent the interests of the Sellers in the arbitration proceedingsof any dispute relating to, and to comply with orders of courts or arbitrators with respect to, any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to the terms and awards conditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of courts, mediators the Sellers’ Agent and/or the Sellers; (vi) act as proxy and arbitrators attorney in fact with respect to such suitsthe voting of the Indemnity Escrow Shares beneficially held by the Sellers that have not been released to the Sellers, claims pursuant to Sections 7.6(c) and 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of the capital stock of the Acquiror are entitled to vote or proceedings, take action; and to (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition , in each case without having to and in furtherance seek or obtain the consent 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 any Person under this Agreementany circumstance. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time Person serving 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled replaced from time to time by approval a Majority in Interest of a Sellers MajoritySellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive no compensation for its his services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The Sellers, pursuant to By the execution and delivery of this Agreement, hereby appoint Mxxxxxx Xxxxxxx each Seller irrevocably appoints and authorizes Hxxxxxxx Investment Partners, LLC, to act as the Sellers’ Agentsuch Seller’s agent, who shall be the Sellers’ representative and attorney-in-fact hereunder (in such capacity and not in its personal capacity as a Seller, the “Sellers’ Agent”). Each Seller irrevocably authorizes the Sellers’ Agent to take such action on behalf of such Seller and to exercise all such powers as are expressly delegated to the Sellers’ Agent hereunder, together with such other powers as are reasonably incidental thereto, including the execution and delivery of the Traditional Escrow Agreement and Regulatory Escrow Agreement, certificates, statements, notices, approvals, extensions, waivers, undertakings and amendments to this Agreement or the Traditional and Regulatory Escrow Agreements required or permitted to be made, given or determined hereunder or in connection with the transactions contemplated hereby, and including the right to contest and settle any claims for each Sellerindemnification, adjustments to purchase price or other claims made hereunder and to resolve any other disputes arising under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the right and authority to act for engage and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give employ agents and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, representatives and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of incur expenses as the Sellers’ Agent for the accomplishment of reasonably deems necessary or prudent in connection with the foregoing. In addition The Sellers’ Agent shall have the sole and exclusive right on behalf of any Seller to take any action, or receive any notice of any claims for indemnification under Article 5 hereof and in furtherance of the foregoingto settle any claim or controversy arising with respect thereto; provided, however, the Sellers’ Agent shall not settle any claim against a single Seller without the consent of such Seller. Any actions taken or omitted, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Agent shall be absolutely and irrevocably binding on each Seller as if such Seller had personally taken such action or omitted to take such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity, and no Seller shall have the right to (i) employ accountantsobject, attorneys dissent, protest or otherwise contest the same. Buyer’s rights 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 remedies against the Sellers under this Agreement. The Sellers’ Agent shall for all purposes in no way be deemed diminished because the sole authorized agent of the Sellers until such time as the agency is terminated with notice right or remedy was due 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required acts or omissions of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, Each Seller hereby appoint Mxxxxxx Xxxxxxx as authorizes and appoints the Sellers’ Agent' Agent as its, who shall be the Sellers’ representative his or her exclusive agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of them with respect to all matters which are the Sellerssubject of this Agreement, including including, without limitation, to amend this Agreement(a) receiving or giving all notices, to give and receive notices and instructions, other communications, waivers consents or agreements that may be necessary, required or given hereunder and consents under this Agreement(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 right to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where such action or omission is not the result of gross negligence or willful misconduct on behalf the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent has been substituted as agent of the Sellers by reason of his death, disability or resignation, the Buyer shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11.16. No Seller shall act with respect to any of the matters arising under which are the subject of this Agreement, to authorize delivery to Agreement except through the Sellers' Agent. The Sellers acknowledge and agree that the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply may deal exclusively with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ ' Agent for in respect of such matters, that the accomplishment enforceability 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 SECTION 11.16 is terminated with notice material 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, and that the Sellers’ Agent may not be removed unless Sellers holding Buyer has relied upon the right to receive a majority enforceability of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy this SECTION 11.16 in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the entering into this Agreement.

Seller’s Agent. (a) The SellersWithout any further act of any Seller, pursuant to this AgreementSellers Agent is hereby irrevocably appointed as agent and true and lawful attorney‑in‑fact for each Seller with full power of substitution or resubstitution, hereby appoint Mxxxxxx Xxxxxxx solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for of each Seller. The Sellers’ Agent shall have the authority to act for , and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, is authorized to act on behalf of the Sellers with respect to any matters arising each Seller under this Agreement, the Escrow Agreement, or any other Ancillary Document or in connection with any transaction contemplated herein or therein, including (i) the power to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree tocontest, negotiate, enter into settlements defend, compromise, or settle any adjustments under Section 2.5 or Section 5.9 and compromises ofany indemnification claims under this Agreement or any other Ancillary Document for which the Buyer Entities or their Other Indemnified Persons may be entitled to indemnification, (ii) the power to execute any agreement or instrument in connection with the transactions contemplated by this Agreement, the Escrow Agreement, and commencethe other Ancillary Documents, prosecuteincluding under Section 6.3, participate in(iii) the power to give or receive any notice or instruction permitted or required under this Agreement, settlethe Escrow Agreement, dismiss or otherwise terminateany other Ancillary Document, as applicableto be given or received by any Seller, lawsuits and claimsincluding receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent), mediation and arbitration proceedings(iv) the power to review, negotiate, and agree to comply with orders and authorize any payments from the Escrow Account or the Sellers Agent Account in satisfaction of courts and awards any payment obligation, in each case, on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 (Av) the performance power to take any actions in regard to such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement or as Sellers Agent reasonably believes are in the best interests of Sellers taken as a whole. Each Seller will be bound by all actions taken by Sellers Agent in his capacity thereof. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of its duties bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and obligations as other experts selected by him and will not be liable for any action taken or omitted to be taken in good faith by Sellers Agent in accordance with the Sellers’ advice of such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent hereunderwill not be required to exercise any discretion or take any action. Each Seller will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s pro rata share (computed on the basis of its Pro Rata Percentage) of any and all Liabilities, and (B) losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. The Escrow Agent will distribute amounts from the interests Sellers Agent Account to Sellers Agent in satisfaction of the payment and reimbursement obligations of Sellers under this AgreementSection 5.11(a). The In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of Sellers’ . Notwithstanding the following sentence, the Buyer Entities and the Escrow Agent shall for will be entitled to rely on all purposes be deemed statements, actions, representations and decisions of Sellers Agent as being the sole authorized agent binding acts of the all Sellers until such time as the agency is terminated with notice or any of them, notwithstanding any communication from any Seller to the Buyer. Such agency may be changed by the contrary (other than any communication regarding termination or replacement of Sellers from time to time upon not less than thirty (30) days prior written notice Agent pursuant to the Buyer; providedEscrow Agreement and this Section). By executing and delivering this Agreement, however, each Seller confirms and ratifies all that the Sellers’ Sellers Agent may not will do or cause to be removed unless done in good faith as Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The SellersWithout any further act of any Seller, pursuant to this Agreement, Sellers Agent is hereby appoint Mxxxxxx Xxxxxxx irrevocably appointed as the Sellers’ Agent, who shall be the Sellers’ representative agent and true and lawful attorney-in-fact for each SellerSeller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. The Sellers’ Sellers Agent shall have will act as the authority to act for and on behalf representative of each of the SellersSeller, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, is authorized to act on behalf of the Sellers with respect to any matters arising each Seller under this Agreement, or any other Ancillary Document or in connection with any transaction contemplated herein or therein, including (i) the power to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree tocontest, negotiate, enter into settlements defend, compromise, or settle any adjustments under Section 5.7 and compromises ofany indemnification claims under this Agreement or any other Ancillary Document for which Parent or its Other Indemnified Persons may be entitled to indemnification, (ii) the power to execute any agreement or instrument in connection with the transactions contemplated by this Agreement and the other Ancillary Documents, including under Section 6.3, (iii) the power to give or receive any notice or instruction permitted or required under this Agreement or any other Ancillary Document, to be given or received by any Seller, including receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent), (iv) the power to review, negotiate, and commenceagree to and authorize any payments in satisfaction of any payment obligation, prosecutein each case, 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 (Av) the performance power to take any actions in regard to such other matters as are reasonably necessary for the consummation of its duties and obligations the transactions contemplated by this Agreement or as Sellers Agent reasonably believes are in the Sellers’ Agent hereunder, and (B) the best interests of the Sellers taken as a whole. Each Seller will be bound by all actions taken by Sellers Agent in his capacity thereof. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered, or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. The Sellers’ Sellers Agent shall may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for all purposes any action taken or omitted to be deemed taken in good faith by Sellers Agent in accordance with the sole authorized agent advice of such counsel, accountants, or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take any action. Each Seller will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s pro rata share (computed on the basis of its pro rata share of the Merger Consideration) of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Sellers until Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such time Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, Parent may rely on all statements, actions, representations, and decisions of Sellers Agent as being the agency is terminated with notice binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the Buyercontrary (other than any communication regarding termination or replacement of Sellers Agent pursuant to this Section 5.9). Such agency may By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be changed by the done in good faith as Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The Each Seller hereby -------------- authorizes and appoints Sellers' Agent as its, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx as the Sellers’ Agent, who shall be the Sellers’ representative his or her exclusive agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of them with respect to all matters which are the Sellerssubject of this Agreement, including including, without limitation, (a) 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 amend assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the 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 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 10.15. No Seller shall act with respect to any of the matters which are the subject of this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of such matters, that the enforceability of this Section 10.15 is material to Buyer, 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 give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the represent Sellers with respect to any matters arising matter delegated to Sellers' Agent under this Agreement, to authorize delivery to Sellers agree that the Buyer affirmative written determination of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminatethose Sellers holding more than 50 percent of the number of Interests held by all of Sellers, as applicableset forth on SCHEDULE 3.3, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders will constitute the action of courts and awards on behalf all of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 ------------ each Seller agrees that in such event it will 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 bound by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a determination of such majority of the Purchase Price (“Sellers Majority”) agree and will not seek to challenge any such removal and to the identity of the substituted Sellers’ Agentdetermination in any forum. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement[SIGNATURE PAGE FOLLOWS.]

Seller’s Agent. (a) The SellersWithout any further act of any Seller, pursuant to this Agreement, Sellers Agent is hereby appoint Mxxxxxx Xxxxxxx irrevocably appointed as the Sellers’ Agent, who shall be the Sellers’ representative agent and true and lawful attorney-in-fact for each SellerSeller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. The Sellers’ Sellers Agent shall have will act as the authority to act for and on behalf representative of each of the SellersSeller, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, is authorized to act on behalf of the Sellers with respect to any matters arising each Seller under this Agreement, or any other Ancillary Document or in connection with any transaction contemplated herein or therein, including (i) the power to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree tocontest, negotiate, enter into settlements defend, compromise, or settle any adjustments under Section 5.7 and compromises ofany indemnification claims under this Agreement or any other Ancillary Document for which Parent or its Other Indemnified Persons may be entitled to indemnification, (ii) the power to execute any agreement or instrument in connection with the transactions contemplated by this Agreement and the other Ancillary Documents, including under Section 6.3, (iii) the power to give or receive any notice or instruction permitted or required under this Agreement or any other Ancillary Document, to be given or received by any Seller, including receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all Sellers upon delivery to Sellers Agent), (iv) the power to review, negotiate, and commenceagree to and authorize any payments in satisfaction of any payment obligation, prosecutein each case, 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 (Av) the performance power to take any actions in regard to such other matters as are reasonably necessary for the consummation of its duties and obligations the transactions contemplated by this Agreement or as Sellers Agent reasonably believes are in the Sellers’ Agent hereunder, and (B) the best interests of the Sellers taken as a whole. Each Seller will be bound by all actions taken by Sellers Agent in his capacity thereof. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered, or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. The Sellers’ Sellers Agent shall may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for all purposes any action taken or omitted to be deemed taken in good faith by Sellers Agent in accordance with the sole authorized agent advice of such counsel, accountants, or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take any action. Each Seller will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s pro rata share (computed on the basis of its pro rata share of the Merger Consideration) of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Sellers until Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such time Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section 5.9, Sellers Agent will be the only party entitled to assert the rights of Sellers. Notwithstanding the following sentence, Parent may rely on all statements, actions, representations, and decisions of Sellers Agent as being the agency is terminated with notice binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the Buyercontrary (other than any communication regarding termination or replacement of Sellers Agent pursuant to this Section 5.9). Such agency may By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be changed by the done in good faith as Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. Each of the Sellers hereby irrevocably appoints Xxxxx Xxxx Brook (a) The herein called the "Sellers' Agent"), pursuant to or any successor Sellers' Agent appointed in accordance with this AgreementSection 16.1 as his, hereby appoint Mxxxxxx Xxxxxxx as the Sellers’ Agent, who shall be the Sellers’ representative her or its agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have to take any action required or permitted to be taken by such Seller under the authority to act for and on behalf terms of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communicationsincluding, waivers and consents under this Agreement, to act on behalf of without limiting the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance generality of the foregoing, the Sellers’ Agent shall have payment of expenses relating to the transactions contemplated by the Agreement, and the right to waive, modify or amend any of the terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions 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 X. Xxxxxxx (iautomatically and without any action by any Seller) employ accountantswho shall continue in that capacity. If at any time, attorneys 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 other professionals 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 the Sellersany Seller, 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to liable for any action taken or not taken in reliance upon any such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent ' Agent. Purchaser shall constitute notice be entitled to disregard any notices or from each of communications given or made by Sellers unless given or made through the Sellers during the term of the AgreementSellers' Agent.

Seller’s Agent. (a) The SellersXxxxxx Xxxxxxxxx is hereby appointed, pursuant authorized and 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, hereby appoint Mxxxxxx Xxxxxxx as the and Sellers’ Agent, who shall be 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 attorney-in-fact for each 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. The 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 have the authority to act for be authorized and empowered, as agent of and on behalf of each of the all Sellers (only with respect to their interests as Sellers, including without limitation, to amend this Agreement), to give and receive notices and communications, waivers and consents under this Agreementcommunications as provided herein, to act on behalf administer the provisions of this Agreement (including the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer provisions of cash and other propertyArticle IX), to object (or refrain from objecting) to such deliveriesany claims, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits demand arbitration and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to 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 courtseach Seller in connection with any claims against such Seller arising under or in connection with this Agreement, mediators any document or instrument provided for hereby or any of the transactions contemplated hereby or under any Transaction Document, to engage attorneys, accountants, agents or consultants in connection with the performance of any of its duties, obligations or rights, and arbitrators with respect to such suits, claims or proceedingspay 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’ 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 foregoing or (ii) incur and pay all costs and expenses related to (A) specifically mandated by the performance terms 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSellers, other than Buyer.

Seller’s Agent. (a) The Each Seller hereby authorizes and appoints -------------- Sellers' Agent as its, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx as the Sellers’ Agent, who shall be the Sellers’ representative his or her exclusive agent and attorney-attorney- in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of them with respect to all matters which are the Sellerssubject of this Agreement, including including, without limitation, (a) 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 amend assert, settle, compromise or defend, (i) any claims which any Seller or Escrow Agent may assert, or have the right to assert, against Buyer or Escrow Agent, 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 appointment, provided that Sellers' Agent shall have no duty or liability whatsoever to 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 matters which are the subject of this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of such matters, that the enforceability of this Section 20 is material to Buyer, and that Buyer has relied upon the enforceability of this Section 20 in entering into this Agreement, . In the event Sellers' Agent declines to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the represent Sellers with respect to any matters arising matter delegated to Sellers' Agent under this Agreement, to authorize delivery to Sellers agree that the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment affirmative written determination those Sellers holding more than 50 percent of the Sellers’ Agent for the accomplishment interests held by all Sellers as set forth on Schedule 3.3 of the foregoing. In addition to and in furtherance Purchase Agreement ------------ will constitute the action of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the all 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 each Seller agrees that in such event it will 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 bound by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a determination of such majority of the Purchase Price (“Sellers Majority”) agree and will not seek to challenge any such removal and to the identity of the substituted Sellers’ Agent. Any vacancy determination in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreementany forum.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, Skyview Capital is hereby appoint Mxxxxxx Xxxxxxx appointed by the Sellers as the Sellers’ Agent, who shall be to act as the Sellers’ representative agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to Sellers to: (i) give and receive notices and communications, waivers and consents under this Agreement, communications to act or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually); (ii) authorize the Escrow Agent to effect the forfeiture of all or any portion of the Escrow Consideration or to recover directly from Sellers with respect in satisfaction of claims for indemnification (on behalf of itself or any other -81- Indemnified Person), including by not objecting to such claims; (iii) object to any matters arising claims for indemnification under this AgreementArticle VII, whether against the Escrow Consideration or directly against Sellers, pursuant to authorize delivery Section 7.7(b); (iv) consent or agree to the Buyer of cash and other property, to object to such deliveries, to agree (including by not objecting to), negotiate, enter into settlements and compromises of, demand arbitration of and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and represent the interests of the Sellers in the arbitration proceedingsof any dispute relating to, and to comply with orders of courts or arbitrators with respect to, any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to the terms and awards conditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of courts, mediators the Sellers’ Agent and/or the Sellers; (vi) act as proxy and arbitrators attorney in fact with respect to such suitsthe voting of the Indemnity Escrow Shares beneficially held by the Sellers that have not been released to the Sellers, claims pursuant to Sections 7.6(c) and 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of the capital stock of the Acquiror are entitled to vote or proceedings, take action; and to (vii) take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition , in each case without having to and in furtherance seek or obtain the consent 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 any Person under this Agreementany circumstance. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time Person serving 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled replaced from time to time by approval a Majority in Interest of a Sellers MajoritySellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive no compensation for its his services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The By virtue of the adoption of this Agreement and the approval of the First Merger by Sellers, each Seller hereby agrees to irrevocably appoint Xxxxxx Xxxxxxxxxx as his or her agent for purposes of (i) the surrender of Certificates pursuant to this AgreementSection 2.04 and the receipt of certificates and documents at the Closing, hereby appoint Mxxxxxx Xxxxxxx as (ii) the Sellers’ Agentdetermination of Final Working Capital pursuant to Section 2.06, who shall be (iii) the Sellers’ representative determination and attorney-in-fact receipt of certificates and documents related to any adjustment to the Merger Consideration pursuant to Section 2.07, (iv) the resolution of any disputes for which Parent may seek indemnification pursuant to Article 9 or Article 12, (v) the enforcement of any rights Sellers may have against Parent or the Surviving Entity and the resolution of any disputes, in each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellerscase, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of Agreement or the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAncillary Documents, and 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 such suits, claims or proceedings, and to take (vi) taking all actions necessary or appropriate in the reasonable judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition Xxxxxx Xxxxxxxxxx hereby accepts his appointment as the Sellers’ Agent. Parent shall be entitled to deal exclusively with the Sellers’ Agent on all matters relating to clauses (i) through (vi) of this Section and in furtherance Parent and the Escrow Agent (as defined herein) shall be entitled to rely conclusively on any document executed or purported to be executed on behalf of any Seller by the Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Agent, as fully binding upon such Seller, and Sellers hereby agree that any decision, act, consent or instruction of the foregoingSellers’ Agent with respect to the matters relating to clauses (i) through (vi) of this Section shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each and every Seller. If the Sellers’ Agent shall have the right die, become disabled or otherwise be unable to (i) employ accountants, attorneys and other professionals on behalf fulfill his responsibilities as agent of the Sellers, and (ii) incur and pay then the Sellers shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Sellers’ Agent” for purposes of this Agreement. If for any reason there is no Sellers’ Agent at any time, all costs and expenses related references herein 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 refer to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive no compensation for its his services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSellers.

Seller’s Agent. (ai) The Sellers, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx Oxxxxx Xxxxxxxx as the 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 Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority all of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval by those Sellers who hold or held a majority of a Sellers Majoritythe Target Equity prior to the Closing. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (ai) The Sellers, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx as the 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 Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority all of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval by those Sellers who hold or held a majority of a Sellers Majoritythe Target Equity prior to the Closing. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. Xxxxxxx X. Xxxxx (a"Xxxxxxx") The shall act as agent -------------- ("Sellers, pursuant to ' Agent") for the Sellers for purposes of this Agreement and shall act and perform such duties in accordance with the terms of this Agreement, hereby appoint Mxxxxxx Xxxxxxx as the . Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ ' Agent shall have the authority exclusive right and power to represent, act for on behalf of, waive or modify and negotiate settlements of all matters on behalf of each Sellers which may arise before or after the Closing Date in connection with the transactions contemplated by this Agreement. Sellers shall be bound by any such settlements, representations, actions, waivers or modifications, or other matters agreed to by Sellers' Agent. Delivery or disclosure to Sellers' Agent of any documents, reports, information, notices or communications permitted or required to be 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 delivery to Sellers' Agent. Buyer shall have no obligation to question the 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, Xxxx X. Xxxxx, XX shall serve as Sellers' Agent. The successor Sellers' Agent shall have all of the rights and powers as the Sellers, including without limitation, ' Agent herein conferred upon the original Sellers' Agent. It is specifically agreed that Buyer shall only be required to amend this Agreement, to give deal with Sellers' Agent and receive notices and communications, waivers and consents under this Agreement, to act on behalf not with any of the Sellers with respect to any matters arising under this AgreementShareholders individually. Specifically, to authorize delivery to but without limiting the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance generality of the foregoing, Buyer shall not be required to furnish any reports or information to, give any notices to, or obtain any consents from, any Shareholders. In addition, except to the extent that Sellers’ ' Agent is prevented or prohibited from doing so and except as otherwise provided herein, only Sellers' Agent shall have the right or power to (i) employ accountants, attorneys and other professionals on behalf exercise any 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 rights or remedies provided for herein or in any 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 Ancillary Agreements which may be changed exercised or undertaken by the Sellers from time Shareholders. Accordingly, no Shareholders shall be entitled to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed exercise any rights or remedies unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted extent that Sellers’ Agent' Agent is prevented or prohibited from doing so. Any vacancy in the position of the Sellers’ Agent Buyer may be filled by approval of a Sellers Majority. No bond rely and shall be required of the protected in acting or refraining from acting upon any certificate, statement, notice, request, direction or consent received by Buyer from Sellers’ ' Agent, and the Buyer shall have no duty or obligation to determine whether any Member or other person has consented to any such communication to Buyer from Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement' Agent.

Seller’s Agent. (a) The Each Seller hereby irrevocably appoints Xxxxxx X. Xxxxx as the sole representative (the “Sellers, pursuant ’ Agent”) of such Seller to act as the agent on behalf of such Seller for all purposes under this Agreement, hereby appoint Mxxxxxx Xxxxxxx as including for the purposes of: (i) acceptance of the pro rata portions of the Purchase Price payable to the Sellers and any other amounts payable to each Seller under this Agreement or any Transaction Document and delivery of wire instructions to Buyer in connection therewith; (ii) determining whether the conditions to closing have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Agent, who shall in his sole discretion, determines that such waiver is appropriate; (iii) taking any action that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the termination of this Agreement and the other Transaction Documents; (iv) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with any amendment of this Agreement or any waiver of any of the provisions of this Agreement; (v) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (vi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with indemnification under Article V; (vii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with enforcement or termination of the Prior Agreements; (viii) accepting notices on behalf of each Seller; (ix) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the payment of the costs and expenses of the Sellers incurred hereunder; (x) delivering or causing to be delivered to Buyer at the Closing certificates representing the Subject Shares to be sold by such Seller hereunder; (xi) executing and delivering, in Sellers’ Agent’s capacity as the representative of such Seller, any and all notices, documents or certificates to be executed by Sellers’ Agent, on behalf of such Seller, in connection with this Agreement and the transactions contemplated hereby; (xii) granting any consent or approval on behalf of such Seller under this Agreement; and (xiii) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Agent in his sole discretion in connection with, and dealing with any other issues relating to, this Agreement or any Transaction Document. As the representative and attorney-in-fact for each Seller. The of Sellers, Sellers’ Agent shall act as the agent for all such Persons, shall have the authority to act for and on behalf of bind each of the Sellers, including without limitation, to amend such Person in accordance with this Agreement, to give and receive notices Buyer may rely on such appointment and communications, waivers and consents under this Agreement, to act on behalf authority until the receipt of notice of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer appointment of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and 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 such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellersa successor upon five (5) days’ 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, ’ Agent is hereby appoint Mxxxxxx Xxxxxxx constituted and appointed as the Sellers’ Agent, who shall be the Sellers’ representative agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, Sellers and shall have full power and authority to amend this Agreement, do the following: (i) to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers communications with respect to any matters arising under the Offset Right; (ii) to authorize recovery by Buyer through the Offset Right in satisfaction of claims as contemplated by this Agreement, to authorize delivery to the Buyer of cash and other property, ; (iii) to object to such deliveries, recovery; (iv) to agree to, negotiate, enter into settlements and compromises of, and 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 courtsa court with respect to, mediators and arbitrators claims by Buyer with respect to such suitsthe Offset Right or the Earn-Out Shares; (v) to waive, claims settle or proceedingscompromise any and all rights of Sellers with respect to the delivery (or non-delivery) of any [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. portion of the One Year Shares or the Earn-Out Shares; (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’ Agent for the accomplishment of the foregoing. In addition to and in furtherance any of the foregoing, the Sellers’ Agent shall have the right ; (viii) to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay take 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy actions necessary or appropriate in the position judgment of the Sellers’ Agent may 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 filled by approval distributed to the Sellers and to use any portion thereof for purposes of a Sellers Majority. No bond shall be required 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, Agent and any expenses of the Sellers associated with any procedures or proceedings conducted by the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each collectively on behalf of the Sellers during pursuant to this Agreement shall be borne by the term of the AgreementSellers.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx as the 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 Seller and Stockholders to make all decisions, determinations and agreements with respect to the Final Working Capital Statement, the Contingent Additional Consideration and any post-closing payments provided for under Article II, and to make claims for indemnification on behalf of the Sellers, including without limitationSeller and Stockholders or to accept responsibility for claims for indemnification made against Seller and Stockholders pursuant to this Agreement, to amend this release Closing Phoenix Shares or other assets held in escrow pursuant to the Escrow Agreement, to give and receive notices and communications, waivers communications on behalf of Seller and consents under Stockholders as set forth in this Agreement, to act on behalf of the Sellers with respect waive conditions to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, Closing and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, terminate this Agreement and to otherwise take all actions necessary or appropriate in the judgment of the 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 the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ ' Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ ' Agent shall constitute notice to or from each of 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 good faith and in the Sellers during exercise of reasonable judgment, and any act done or omitted pursuant to the term advice of counsel shall be conclusive evidence of such good faith. Seller and Stockholders shall severally indemnify Sellers' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the AgreementSellers' Agent and arising out of or in connection with the acceptance or administration of his duties hereunder. A decision, act, consent or instruction of the Sellers' Agent shall constitute a decision of Seller and all Stockholders and shall be final, binding and conclusive upon Seller and each Stockholders, and Buyer and Phoenix may rely upon any decision, act, consent or instruction of Seller's Agent as being the decision, act, consent or instruction of each and every such Seller. Sellers' Agent shall have the right to assign his rights, powers and obligations hereunder to such other Person as shall be acceptable to Seller and all Stockholders. Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of Sellers' Agent.