Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) Each Seller by execution of this Agreement hereby appoints Rockstar LP as its agent and attorney-in-fact (“Sellers’ Agent”) for and on behalf of Sellers to act for Sellers with regard to all matters pertaining to this Agreement, including, but not limited to: a. giving and receiving notices and communications and taking any action that may or must be taken by Sellers under this Agreement and the Ancillary Agreements; b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement, the Escrow Agreement or the other Ancillary Agreements. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization to act as Sellers’ Agent on behalf of Sellers in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17. (c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from any and all Liability to any Person for any acts done by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writing.

Seller’s Agent. (a) Each Seller by execution As soon as practicable following the date of this the Agreement hereby appoints Rockstar LP as its but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and attorney-in-fact Parent (the “Sellers’ Sellers Agent”) to act as agent for and on behalf of Sellers to act for the Sellers with regard the exclusive authority to all matters pertaining to this Agreement, including, but not limited to: a. giving give and receiving receive notices and communications and taking any action that may or must pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be taken satisfied solely by Sellers under this Agreement and the Ancillary Agreements; b. agreeing 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, negotiatingnegotiate, entering enter into settlements and compromises of, and complying take legal actions and comply with Orders orders of courts and awards of arbitrators with respect to any indemnification claims against Sellers, asserting, negotiating, entering into settlements and compromises ofby the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking take all other actions that are either (A) 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 (B) specifically mandated on behalf of any Seller in respect of any indemnification claims by the terms Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of this AgreementEscrow 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 Agreement or Shares to the other Ancillary Agreementsapplicable Parent Indemnified Parties. (b) By executing this AgreementThe Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, Rockstar LP hereby (i) accepts its appointment except to the extent it has acted with gross negligence or willful misconduct, and authorization any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act as Sellers’ 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 behalf the part of the Sellers Agent and arising out of or in accordance connection with the terms acceptance or administration of this Agreementthe 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 (ii) agrees satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant to perform its obligations underARTICLE XII, and otherwise comply with, this Section 9.17such 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) BuyerA decision, Buyer Parentact, consent or instruction of the Sellers Agent shall constitute a decision of all the Sellers and shall be final, binding and conclusive upon each Buyer Subscriber Partyof the Sellers, their respective Affiliates and the Escrow Agent shall be entitled to conclusively and Parent may rely upon any decision, act, consent or instruction of the actions of Rockstar LP Sellers Agent as being the duly authorized actions decision, act, consent or instruction of each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and of the Sellers. The Escrow Agent and Parent are hereby released and relieved from any and all Liability liability to any Person person for any acts done by them in accordance with the instructionssuch decision, decisions act, consent or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness instruction of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingSellers Agent.

Seller’s Agent. (a) Each Seller by execution of this Agreement The Sellers’ Agent is hereby appoints Rockstar LP constituted and appointed as its agent and attorney-in-fact (“Sellers’ Agent”) for and on behalf of the Sellers and shall have full power and authority to act for Sellers with regard do the following: (i) to all matters pertaining to this Agreement, including, but not limited to: a. giving give and receiving receive notices and communications and taking any action that may or must be taken with respect to the Offset Right; (ii) to authorize recovery by Sellers under Buyer through the Offset Right in satisfaction of claims as contemplated by this Agreement and the Ancillary Agreements; b. agreeing Agreement; (iii) to object to such recovery; (iv) to agree to, negotiatingnegotiate, entering enter into settlements and compromises of, and complying comply with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders orders of a court with respect to, claims by Buyer with respect to the Offset Right or the Earn-Out Shares; (v) to waive, settle or compromise any other claim by and all rights of Sellers with respect to the delivery (or non-delivery) of any Buyer Indemnified Party portion of the One Year Shares or the Earn-Out Shares; (vi) to participate in any dispute between any Buyer Indemnified Party and any Seller, procedures or proceedings as contemplated in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking (vii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of any of the foregoing foregoing; (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 (Bix) specifically mandated 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 terms Sellers’ Agent or collectively on behalf of the Sellers pursuant to this Agreement, Agreement shall be borne by the Escrow Agreement or the other Ancillary AgreementsSellers. (b) By executing No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for services hereunder. For those matters for which Sellers’ Agent is provided authority under this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization notices or communications to act as or from the Sellers’ Agent on behalf shall constitute notice to or from each of Sellers in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17Sellers. (c) The Sellers’ Agent shall not be liable to Sellers for any act done or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment on behalf of Sellers or Founders, as applicable, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall severally indemnify and hold the Sellers’ Agent 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 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 Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow reasonable assistance of Buyer’s officers and employees for purposes of performing the duties and exercising the rights of Sellers’ Agent hereunder, provided that the Sellers’ Agent shall be entitled treat confidentially and not disclose any nonpublic information from or about Buyer to conclusively rely upon anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) Buyer and each Seller acknowledge that the actions Sellers’ Agent may have a conflict of Rockstar LP interest with respect to the duties as the duly authorized actions Sellers’ Agent, and in such regard the Sellers’ Agent has informed Buyer and 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 holding more than fifty percent (50%) of the Pro Rata Percentage interests. (g) A decision, act, consent or instruction of the 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 Seller, and BuyerBuyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of each Seller. Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are is hereby released and relieved from any and all Liability liability to any Person for any acts done by them Buyer in accordance with the instructionssuch decision, decisions act, consent or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness instruction of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingSellers’ Agent.

Seller’s Agent. (a) Each Seller by execution of this Agreement hereby authorizes and appoints Rockstar LP -------------- Sellers' Agent as its its, his or her exclusive agent and attorney-attorney- in-fact (“Sellers’ Agent”) for and to act on behalf of Sellers to act for Sellers each of them with regard respect to all matters pertaining to which are the subject of this Agreement, including, but not limited to: a. without limitation, (a) receiving or giving and receiving notices and communications and taking any action all notices, instructions, other communications, consents or agreements that may be necessary, required or must 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 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 taken 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 Sellers under this Agreement and the Ancillary Agreements; b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders Section 20. No Seller shall act with respect to any claims against 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, assertingthat the enforceability of this Section 20 is material to Buyer, negotiating, and that Buyer has relied upon the enforceability of this Section 20 in entering into settlements and compromises of, and complying with Orders this Agreement. In the event Sellers' Agent declines to represent Sellers with respect to, to any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating matter delegated to Sellers' Agent under this Agreement, Sellers agree that the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking all other actions that are either (A) 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 or (B) specifically mandated Purchase Agreement ------------ will constitute the action of all Sellers, and each Seller agrees that in such event it will be bound by the terms determination of this Agreement, the Escrow Agreement or the other Ancillary Agreements. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization to act as Sellers’ Agent on behalf such majority of Sellers and will not seek to challenge any such determination in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17any forum. (c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from any and all Liability to any Person for any acts done by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writing.

Seller’s Agent. (a) Each Seller by execution Without any further act of any Seller, Xxxxx X. XxXxxx or any successor to such individual appointed pursuant to this Agreement Section is hereby appoints Rockstar LP irrevocably appointed as its agent and true and lawful attorney-in-fact (“Sellers’ Agent”) for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the representative of each Seller, and is authorized to act on behalf of Sellers to act for Sellers with regard to all matters pertaining to this Agreement, including, but not limited to: a. giving and receiving notices and communications and taking any action that may or must be taken by Sellers each Seller under this Agreement and the Ancillary Agreements; b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement, the Escrow Agreement or the any other Ancillary AgreementsDocument or in connection with any transaction contemplated herein or therein, and 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 of the Sellers upon delivery to Sellers Agent). Each Seller will be bound by all actions taken by the Sellers Agent in his capacity thereof. Sellers Agent will, in a reasonably prompt manner, provide written notice to each Seller of any action taken by Sellers Agent pursuant to the authority delegated to Sellers Agent under this Section. Sellers Agent will at all times act in his capacity as Sellers Agent in a manner that Sellers Agent believes to be in the best interest of the Sellers taken as a whole. 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 his bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and 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 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 severally will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s Pro Rata Share of any and all Liabilities, 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. In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of the Sellers. Notwithstanding the following sentence, Buyer and the Escrow Agent will be entitled to rely on all statements, actions, representations and decisions of Sellers Agent as being the binding acts of all the Sellers or any of them, notwithstanding any communication from any Seller to the contrary (other than communication regarding termination or replacement of Sellers Agent pursuant to the Escrow Agreement and this Section). By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be done in good faith as Sellers Agent. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization Sellers Agent may resign upon written notice to act as the Sellers’ . Sellers Agent on behalf may be changed or replaced by a unanimous vote of the Sellers upon written notice to Sellers Agent. Any vacancy in the position of Sellers in accordance with Agent may be filled by unanimous approval of the terms Sellers. No bond will be required of this Agreement, and (ii) agrees Sellers Agent. Notices or communications to perform its obligations under, and otherwise comply with, this Section 9.17or from Sellers Agent will constitute notice to or from each Seller. (c) Sellers Agent will have no power or authority to bind Buyer, and Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from will not have any and all Liability to any Person for any acts done act or omission by them in accordance Sellers Agent. (d) Notwithstanding any term herein, Buyer’s obligation with respect to any payment to or for or for the instructions, decisions benefit of any Seller under this Agreement or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates the Escrow Agreement is to make such payment to Sellers Agent (or as Sellers Agent directs) and the Escrow Agent are hereby expressly authorized Agent, as described herein and in the Escrow Agreement. If such payment is properly made, then Buyer will have no other responsibility or Liability with respect thereto and Buyer will be entitled to rely conclusively and without independent verification on the genuineness Sellers Agent making further payment, and Sellers Agent will make all of the signature of Rockstar LP or any instrumentsuch payments, certificate or document. Upon receipt of any writing that, each in the opinion of Buyerproper amount, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingproper Persons.

Seller’s Agent. (a) Each Seller by execution of this Agreement The Sellers’ Agent is hereby appoints Rockstar LP constituted and appointed as its agent and attorney-in-fact (“Sellers’ Agent”) for and on behalf of the Sellers and shall have full power and authority to act for Sellers with regard do the following: (i) to all matters pertaining to this Agreement, including, but not limited to: a. giving give and receiving receive notices and communications and taking any action that may or must be taken with respect to the Offset Right; (ii) to authorize recovery by Sellers under Buyer through the Offset Right in satisfaction of claims as contemplated by this Agreement and the Ancillary Agreements; b. agreeing Agreement; (iii) to object to such recovery; (iv) to agree to, negotiatingnegotiate, entering enter into settlements and compromises of, and complying comply with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders orders of a court with respect to, claims by Buyer with respect to the Offset Right or the Hold-Back Shares; (v) to waive, settle or compromise any other claim by and all rights of Sellers with respect to the delivery (or non-delivery) of any Buyer Indemnified Party portion of the Hold-Back Shares; (vi) to participate in any procedures or any dispute between any Buyer Indemnified Party and any Seller, proceedings as contemplated in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking (vii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of any of the foregoing foregoing; (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 (Bix) specifically mandated 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 terms Sellers’ Agent or collectively on behalf of the Sellers pursuant to this Agreement, Agreement shall be borne by the Escrow Agreement or the other Ancillary AgreementsSellers. (b) By executing No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for services hereunder. For those matters for which the Sellers’ Agent is provided authority under this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization notices or communications to act as or from the Sellers’ Agent on behalf shall constitute notice to or from each of Sellers in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17Sellers. (c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow The Sellers’ Agent shall not be entitled liable to conclusively rely upon the actions of Rockstar LP Sellers for any act done or omitted hereunder as the duly authorized actions Sellers’ Agent while acting in good faith and in the exercise of each Sellerreasonable judgment, and Buyerany act done or omitted pursuant to the written or oral advice of counsel shall be conclusive evidence of such good faith. The Sellers shall severally indemnify and hold the Sellers’ Agent harmless against any loss, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and the Escrow Agent are hereby released and relieved from any and all Liability to any Person for any acts done by them arising out of or in accordance connection with the instructions, decisions acceptance or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness administration of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness duties of the writingSellers’ Agent hereunder.

Seller’s Agent. (a) Each Seller by execution Without any further act of this Agreement any Seller, Sellers Agent is hereby appoints Rockstar LP irrevocably appointed as its agent and true and lawful attorney-in-fact (“Sellers’ Agent”) for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the representative of each Seller, and is authorized to act on behalf of Sellers to act for Sellers with regard to all matters pertaining to each Seller under this Agreement, includingor any other Ancillary Document or in connection with any transaction contemplated herein or therein, but not limited to: a. giving including (i) the power to contest, negotiate, defend, compromise, or settle any adjustments under Section 5.7 and receiving notices any 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 communications 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 taking agree to and authorize any payments in satisfaction of any payment obligation, in each case, on behalf of Sellers, and (v) the 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 that taken, suffered, or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or must omitted to be taken in good faith by Sellers Agent in accordance with the 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 Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement and the Ancillary Agreements; b. agreeing toAgreement, negotiatingother than such Liabilities, entering into settlements and compromises losses, damages, claims, costs or expenses arising out of, and complying with Orders with respect relating to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this AgreementSection, Sellers Agent will be the Ancillary Agreementsonly 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 binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the transactions contemplated hereby contrary (other than any communication regarding termination or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment replacement of the Sellers’ Sellers Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of pursuant to this Section 5.9). By executing and delivering this Agreement, the Escrow Agreement each Seller confirms and ratifies all that Sellers Agent will do or the other Ancillary Agreementscause to be done in good faith as Sellers Agent. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization Sellers Agent may resign upon written notice to act as Sellers’ . Sellers Agent on behalf may be changed or replaced by vote of a majority of Sellers who have voting membership interests in accordance with the terms Company prior to Closing (“Voting Sellers”) upon written notice to Sellers Agent and Parent. Any vacancy in the position of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17Sellers Agent may be filled by approval of a majority of Voting Sellers. No bond will be required of Sellers Agent. (c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Sellers Agent shall be entitled has no power or authority to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Sellerbind Parent or Merger Sub, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates Parent and the Escrow Agent are hereby released and relieved from any and all Merger Sub have no Liability to any Person for any acts done act or omission by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingSellers Agent.

Seller’s Agent. (ai) Each Seller of the Sellers hereby irrevocably appoints M. Druon Note (hereinafter referred to as, together with his successors, the "SELLERS' AGENT") as his or her Agent and attorneys-in-fact to take any action required to be taken by execution the Sellers under the terms of this Agreement hereby appoints Rockstar LP Agreement, including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or 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 Buyer shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications made by the Sellers' Agent, as its the case may be. The Buyer shall be entitled to disregard any notices or communications given or 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. (iii) The manner and form by which the Sellers shall decide upon any new agent and attorney-in-fact (“and the manner in which such decisions are to be communicated to the Sellers shall be decided solely by the Sellers’ Agent”) for . The Sellers recognize, and on behalf hereby acknowledge, that the Sellers' Agent has an interest in the subject matter of Sellers to act for Sellers with regard to all matters pertaining to this Agreement, including, but not limited to: a. giving and receiving notices and communications and taking any action that may or must be taken by Sellers under this Agreement and that the Ancillary Agreements; b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment appointment of such Agent as the Sellers’ ' Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement, the Escrow Agreement or the other Ancillary Agreementsconstitutes an irrevocable power-of-attorney coupled with an interest. (biv) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment The Sellers shall jointly and authorization to act 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 on behalf of Sellers in accordance with except that the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17. (c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Sellers' Agent shall be entitled to conclusively rely upon the actions bear his own liability and expense arising out of Rockstar LP as the duly authorized actions of each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent activities that are hereby released and relieved from any and all Liability to any Person for any acts done by them in accordance with the instructions, decisions fraudulent or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writinggrossly negligent.

Seller’s Agent. (a) Each Seller by execution of this Agreement hereby appoints Rockstar LP as its agent EACH SELLER HEREBY IRREVOCABLY APPOINTS EACH SELLERS’ AGENT AS HIS/HER/ITS AGENT AND ATTORNEY-IN-FACT with full power and attorney-in-fact (“authority to act, either singly or together with the other Sellers’ Agent”) for , for, in the name and on behalf of Sellers to act for Sellers such Seller in connection with regard to all matters pertaining to this Agreement, including, but not limited to: a. giving and receiving notices and communications and taking any action that may or must be taken by Sellers under this Agreement and the Ancillary Agreements; b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating related to this Agreement, the Ancillary Agreementsother Seller Transaction Document and/or any of the Transactions, and in furtherance (and not limitation) of the foregoing, each Seller hereby grants to each Sellers' Agent (acting singly or together with the other Sellers’ Agent) the full power and authority: (i) to execute and deliver all Seller Transaction Documents (other than this Agreement) in the name and on behalf of such Seller; (ii) to execute and deliver any and all supplements, modifications or amendments of, or the transactions contemplated hereby or thereby; and c. taking waivers with respect to, this Agreement and all other actions that are either Seller Transaction Documents (Aif any) necessary or appropriate in the judgment name and on behalf of such Seller; (iii) to take all actions contemplated to be taken by such Seller or Sellers' Agent under this Agreement or any other Seller Transaction Document in connection with the Closing; (iv) to give receipts for Purchaser’s payments and deliveries contemplated by this Agreement; (v) to give and receive all notices and other communications relating to this Agreement or any other Seller Transaction Document; and (vi) to execute and deliver such other and further agreements, documents, instruments and certificates that the Sellers’ Agent for ' Agents (or either of them) may determine to be necessary, advisable, convenient or proper in connection with the accomplishment of Transactions and/or Closing, all without notice to Sellers and with the foregoing or (B) specifically mandated by the terms of this Agreement, the Escrow Agreement or the other Ancillary Agreementssame effect as if such Sellers they had himself/herself/itself taken such action. (b) By executing this AgreementEach Seller hereby acknowledges and agrees that such Seller shall be bound by, Rockstar LP hereby and Purchaser and the Company may rely and act upon, any action taken by Sellers' Agents (ior either of them) accepts its appointment and authorization to act as Sellers’ Agent on behalf of such Seller (and/or Sellers in accordance generally) and upon any agreement(s), document(s), instrument(s) or certificate(s) executed by Sellers’ Agents (or either of them) with the terms of this Agreement, same force and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17effect as if such Seller had himself/herself/itself so acted. (c) BuyerBy their execution hereof, Buyer ParentSellers' Agents hereby accept the appointment and powers granted under this Section 9.16 and agree to act as Sellers' Agent pursuant hereto. Sellers' Agents shall not be liable to Sellers for any action taken or omitted by Sellers' Agent in good faith, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent in no event shall Sellers' Agents be liable or responsible except for his own gross negligence or willful misconduct. Sellers shall be entitled liable, jointly and severally, to conclusively rely upon the actions of Rockstar LP hold Sellers' Agents (acting in such capacity, but not in their capacity as the duly authorized actions of each Sellera “Sellers”) harmless from, and Buyerto indemnify and reimburse Sellers' Agents for, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from any all amounts paid by Sellers' Agent(s) pursuant to this Agreement or other Seller Transaction Documents and all Liability claims, liabilities, losses, and expenses (including out-of-pocket and incidental expenses reasonably incurred and reasonable legal fees) arising in connection with any action, suit or claim arising under this Agreement or other Seller Transaction Documents, provided that such Sellers' Agent(s) has not acted with gross negligence, bad faith or willful misconduct with respect to any Person for any acts done by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP events relating to such claims, liabilities, losses or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingexpenses.

Seller’s Agent. (a) Each Seller by execution Without any further act of this Agreement any Seller, Sellers Agent is hereby appoints Rockstar LP irrevocably appointed as its agent and true and lawful attorney-in-fact (“Sellers’ Agent”) for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the representative of each Seller, and is authorized to act on behalf of Sellers to act for Sellers with regard to all matters pertaining to each Seller under this Agreement, includingor any other Ancillary Document or in connection with any transaction contemplated herein or therein, but not limited to: a. giving including (i) the power to contest, negotiate, defend, compromise, or settle any adjustments under Section 5.7 and receiving notices any 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 communications 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 taking agree to and authorize any payments in satisfaction of any payment obligation, in each case, on behalf of Sellers, and (v) the 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 that taken, suffered, or omitted to be taken, under this Agreement, except in the case of its bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or must omitted to be taken in good faith by Sellers Agent in accordance with the 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 Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement and the Ancillary Agreements; b. agreeing toAgreement, negotiatingother than such Liabilities, entering into settlements and compromises losses, damages, claims, costs or expenses arising out of, and complying with Orders with respect relating to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this AgreementSection 5.9, Sellers Agent will be the Ancillary Agreementsonly 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 binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the transactions contemplated hereby contrary (other than any communication regarding termination or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment replacement of the Sellers’ Sellers Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of pursuant to this Section 5.9). By executing and delivering this Agreement, the Escrow Agreement each Seller confirms and ratifies all that Sellers Agent will do or the other Ancillary Agreementscause to be done in good faith as Sellers Agent. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization Sellers Agent may resign upon written notice to act as Sellers’ . Sellers Agent on behalf may be changed or replaced by vote of a majority of Sellers who have voting membership interests in accordance with the terms Company prior to Closing (“Voting Sellers”) upon written notice to Sellers Agent and Parent. Any vacancy in the position of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17Sellers Agent may be filled by approval of a majority of Voting Sellers. No bond will be required of Sellers Agent. (c) Buyer, Buyer Sellers Agent has no power or authority to bind Parent, each Buyer Subscriber PartyMerger Sub, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Selleror Merger Sub 2, and Buyer, Buyer Parent, each Buyer Subscriber PartyMerger Sub, their respective Affiliates and the Escrow Agent are hereby released and relieved from any and all Merger Sub 2 have no Liability to any Person for any acts done act or omission by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingSellers Agent.

Seller’s Agent. (a) Each Seller by By the execution and delivery of this Agreement hereby Agreement, each Seller irrevocably appoints Rockstar LP and authorizes Hxxxxxxx Investment Partners, LLC, to act as its agent such Seller’s agent, representative and attorney-in-fact hereunder (in such capacity and not in its personal capacity as a Seller, the “Sellers’ Agent”) for and ). Each Seller irrevocably authorizes the Sellers’ Agent to take such action on behalf of Sellers such Seller and to act for Sellers exercise all such powers as are expressly delegated to the Sellers’ Agent hereunder, together with regard to all matters pertaining 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 AgreementAgreement or the Traditional and Regulatory Escrow Agreements required or permitted to be made, includinggiven or determined hereunder or in connection with the transactions contemplated hereby, but not limited to: a. giving and receiving notices including the right to contest and communications settle any claims for indemnification, adjustments to purchase price or other claims made hereunder and taking to resolve any action that may or must be taken by Sellers other disputes arising under this Agreement or the Traditional and Regulatory Escrow Agreements. The Sellers’ Agent shall have the Ancillary Agreements; b. agreeing toright and authority to engage and employ agents and representatives and to incur expenses as the Sellers’ Agent reasonably deems necessary or prudent in connection with the foregoing. The Sellers’ Agent shall have the sole and exclusive right on behalf of any Seller to take any action, negotiatingor receive any notice of any claims for indemnification under Article 5 hereof and to settle any claim or controversy arising with respect thereto; provided, entering into settlements and compromises ofhowever, 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 complying with Orders with respect 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 any claims against Sellerstake such action, assertingexercised such rights, negotiating, entering into settlements and compromises ofpower or authority or made such decision or determination in such Seller’s individual capacity, and complying with Orders with respect tono Seller shall have the right to object, any other claim by any Buyer Indemnified Party dissent, protest or any dispute between any Buyer Indemnified Party otherwise contest the same. Buyer’s rights and any Seller, remedies against the Sellers shall in each case relating no way be diminished because the right or remedy was due to this Agreement, the Ancillary Agreements, acts or omissions of the transactions contemplated hereby or thereby; andSellers’ Agent. c. taking all other actions that are either (Ab) necessary or appropriate in the judgment The appointment of the Sellers’ Agent for the accomplishment as each Seller’s attorney-in-fact revokes any power of the foregoing attorney heretofore granted that authorized any other person or (B) specifically mandated by the terms of persons to represent such Seller with regard to this Agreement, the Escrow Agreement or the Traditional and Regulatory Escrow Agreements. The appointment of the Sellers’ Agent as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each Seller pursuant to this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Seller or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other Ancillary Agreementsevent, and (ii) shall survive the delivery of an assignment by any Seller of the whole or any fraction of its interest in any payment due to it under this Agreement. (bc) By executing this Agreement, Rockstar LP The Sellers’ Agent hereby (i) accepts its the foregoing appointment and authorization agrees to serve as Sellers’ Agent, subject to the provisions hereof, for the period of time from and after the date hereof without compensation; provided that the Sellers (on the basis of their respective number of Units owned (the “Securities Ownership Percentage”)) shall reimburse the Sellers’ Agent for expenses incurred by Sellers’ Agent in its capacity as such. Each of the Sellers hereby acknowledges and agrees, that in appointing Sellers’ Agent as its representative pursuant to the terms and provisions of this Section 2.9, and as specified herein, the Sellers’ Agent shall not, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the Sellers whatsoever with respect to its actions, decisions and determinations, and the Sellers’ Agent and the Buyer shall be entitled to assume that all actions, decisions and determinations are fully authorized by each and every one of the Sellers. Each Seller shall indemnify the Sellers’ Agent against all damages, liabilities, claims, obligations, costs and expenses arising out of or in connection with any claim relating to the acts or omissions of the Sellers’ Agent hereunder, other than those that arise from the Sellers’ Agent’s bad faith, willful misconduct or gross negligence. (d) The Sellers’ Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it by a Seller hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Sellers’ Agent may act as in reliance upon any instrument or signature of any Seller believed by it to be genuine and may assume that the Seller or representative thereof purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Sellers’ Agent may conclusively presume that the undersigned representative of any party hereto which is not a natural person has full power and authority to instruct the Sellers’ Agent on behalf of that party unless written notice to the contrary is delivered to the Sellers’ Agent. (e) The Sellers’ Agent may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable to the Sellers for any action taken or omitted by it in good faith in accordance with such advice. (f) The Buyer hereby agrees that the Sellers’ Agent shall not, in its capacity as such, have any liability or obligation under this Agreement to the Buyer whatsoever with respect to its actions, decisions or determinations, but rather Buyer shall have redress directly against Sellers for any actions, decisions, or determinations made by Sellers’ Agent; provided, however, nothing in this Agreement shall be deemed to be a release of the Sellers’ Agent with respect to any tortious act committed by the Sellers’ Agent against the Buyer; provided, further, however, that nothing in this Agreement shall be deemed to limit or restrict the Sellers’ Agent from exercising its rights or remedies under this Agreement. (g) The Sellers authorize the Sellers’ Agent to receive and hold back from the proceeds otherwise payable to the Sellers hereunder an amount equal to $50,000 (the “Sellers’ Agent Reserve Fund”). The Sellers’ Agent Reserve Fund may be used by the Sellers’ Agent to pay transaction expenses, attorneys fees relating to disputes or negotiations arising out of this Agreement, year-end K-1 preparation accounting fees and other expenses relating to performance of its duties hereunder, including expenses associated with preparation of taxes. If upon the date two years after the date hereof, there remains any unused portion of the Seller’ Agent Reserve Fund, Sellers’ Agent shall pay such remaining amount to the Sellers in accordance with the terms of this Agreement, and (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17. (c) Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of ownership percentages set forth opposite each Seller, and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from any and all Liability to any Person for any acts done by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely ’s name on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingSchedule 3.1(a) attached hereto.

Seller’s Agent. (a) Each Seller by execution Without any further act of this Agreement any Seller, Sellers Agent is hereby appoints Rockstar LP irrevocably appointed as its agent and attorney-in-fact (“Sellers’ Agent”) true and lawful attorney‑in‑fact for each Seller with full power of substitution or resubstitution, solely for the purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the representative of each Seller, and is authorized to act on behalf of Sellers to act for Sellers with regard to all matters pertaining to this Agreement, including, but not limited to: a. giving and receiving notices and communications and taking any action that may or must be taken by Sellers each Seller under this Agreement and the Ancillary Agreements; b. agreeing to, negotiating, entering into settlements and compromises of, and complying with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to, any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Seller, in each case relating to this Agreement, the Ancillary Agreements, or the transactions contemplated hereby or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of 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 contest, negotiate, defend, compromise, or settle any adjustments under Section 2.5 or Section 5.9 and any 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 the other Ancillary AgreementsDocuments, including under Section 6.3, (iii) the power to give or receive any notice or instruction permitted or required under this Agreement, the Escrow 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 agree to and authorize any payments from the Escrow Account or the Sellers Agent Account in satisfaction of any payment obligation, in each case, on behalf of Sellers, and (v) the 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 bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and 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 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 Percentage) of any and all Liabilities, 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 Sellers Agent Account to Sellers Agent in satisfaction of the payment and reimbursement obligations of Sellers under this Section 5.11(a). 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 will be entitled to rely on all statements, actions, representations and decisions of Sellers Agent as being the binding acts of all Sellers or any of them, notwithstanding any communication from any Seller to the contrary (other than any communication regarding termination or replacement of Sellers Agent pursuant to the Escrow Agreement and this Section). By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be done in good faith as Sellers Agent. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization Sellers Agent may resign upon written notice to act as Sellers’ . Sellers Agent on behalf may be changed or replaced by vote of a majority of Sellers in accordance with (computed on the terms basis of this Agreementtheir respective Pro Rata Percentages) upon written notice to Sellers Agent, Buyer, and the Escrow Agent. Any vacancy in the position of Sellers Agent may be filled by approval of a majority of Sellers (ii) agrees to perform its obligations under, and otherwise comply with, this Section 9.17computed on the basis of their respective Pro Rata Percentages). No bond will be required of Sellers Agent. (c) Buyer, Sellers Agent will have no power or authority to bind either Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each SellerEntity, and Buyer, neither Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby released and relieved from Entity will have any and all Liability to any Person for any acts done act or omission by them in accordance with the instructions, decisions or acts of Rockstar LP. Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent are hereby expressly authorized to rely on the genuineness of the signature of Rockstar LP or any instrument, certificate or document. Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writingSellers Agent.