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 of this Agreement hereby and each Owner severally appoints Rockstar LP ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as its agent the Sellers’ Agent and true and lawful attorney-in-fact (“Sellers’ Agent”) for and on behalf of Sellers each Seller and each Owner and authorizes and empowers the Sellers’ Agent 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 (a) agree to, negotiatingnegotiate, entering enter into settlements and compromises of, and complying demand arbitration and comply with Orders with respect to any claims against Sellers, asserting, negotiating, entering into settlements orders of courts and compromises of, and complying with Orders awards of arbitrators with respect to, any disputes, controversies or claims, (b) make, give, receive or enter into any approval, waiver, request, consent, settlement, agreement, notice, instruction or other claim by any Buyer Indemnified Party communication on behalf of each of the Seller or any dispute between Owner as each could do for himself, herself or itself under this Agreement or any Buyer Indemnified Party other Transaction Document and any Sellerother agreement entered into pursuant to or in connection with this Agreement, (c) take any other action (or to determine to refrain from taking any action) with respect thereto as the Sellers’ Agent may deem appropriate as if the Seller or Owner could not act for himself, herself or itself, all of which acts shall be binding on the all the Sellers and all the Owners; and (d) execute and deliver all instruments and documents of every kind incidental to the foregoing with the same effect as if such Seller or such Owner had executed and delivered such instruments and documents personally. Each Seller and each Owner recognize and intend that the power of attorney granted in this Section 10.09 is coupled with an interest and is irrevocable and may not be delegated by the Sellers’ Agent. In addition: (x) upon the death or incapacity of the Sellers’ Agent, a majority-in-interest of Sellers and Owners (as measured by receipt of the Purchase Price) shall have the right to appoint a successor Sellers’ Agent; and (y) upon the voluntary resignation of the Sellers’ Agent, the Sellers’ Agent must appoint a replacement Sellers’ Agent; but in each case relating such successor or replacement Sellers’ Agent must be reasonably acceptable to Purchaser. If no successor is appointed pursuant to this Section 10.09 within 30 days, then Purchaser shall have the right to appoint a replacement Sellers’ Agent to serve as described in this Agreement. No bond shall be required of the Sellers’ Agent, and the Ancillary AgreementsSellers’ Agent shall receive no compensation for services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers and each of the Owners. Each Owner hereby irrevocably agrees to be bound by all steps, or the transactions contemplated hereby or thereby; and c. taking all other actions that are either (A) necessary or appropriate in the judgment and failures to act of the Sellers’ Agent for in accordance with the accomplishment of the foregoing or (B) specifically mandated by the terms provisions of this Agreement, including in connection with any settlement or compromise entered into by 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 any Seller or any Owner. For the terms avoidance of this Agreementdoubt, 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 Purchaser 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 enquiry) any action or inaction (including approval, waiver, request, consent, settlement, instruction or other communication) made by the Sellers’ Agent in his or her exercise of inquiry as to the genuineness his or her right/duties under this Section 10.09. In addition, Purchaser may at its absolute discretion directly communicate with any, some or all of the writingSellers or any Owner with respect to any matter under this Agreement as it deems fit without consulting with the Sellers’ Agent.

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 execution Without any further act of any Seller, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 By virtue of this Agreement hereby appoints Rockstar LP as its agent and attorney-in-fact (“Sellers’ Agent”) for and on behalf the adoption 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 toapproval of the First Merger by Sellers, negotiatingeach Seller hereby agrees to irrevocably appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as his or her agent for purposes of (i) the surrender of Certificates pursuant to Section 2.04 and the receipt of certificates and documents at the Closing, entering into settlements (ii) the determination of Final Working Capital pursuant to Section 2.06, (iii) the determination and compromises of, receipt of certificates and complying with Orders with respect documents related to any claims 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 Sellers, asserting, negotiating, entering into settlements Parent or the Surviving Entity and compromises of, and complying with Orders with respect to, the resolution of any other claim by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Sellerdisputes, in each case relating to case, under this Agreement, Agreement or the Ancillary AgreementsDocuments, or the transactions contemplated hereby or thereby; and c. and (vi) taking all other actions that are either (A) necessary or appropriate in the reasonable judgment of the Sellers’ Agent for the accomplishment of the foregoing foregoing. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 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 Parent and the Escrow Agent (as defined herein) shall be entitled to rely conclusively on any document executed or (B) specifically mandated purported to be executed on behalf of any Seller by the terms 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 Sellers’ 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 die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the Sellers, 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 references herein to the Escrow Agreement Sellers’ Agent shall be deemed to refer to Sellers. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall receive no compensation for his services. Notices or communications to or from the other Ancillary AgreementsSellers’ Agent shall constitute notice to or from each of Sellers. (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization to act as The Sellers’ Agent shall not be liable to any Sellers for any act done or omitted hereunder as the Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers’ Agent shall have only the duties expressly stated in this Agreement and shall have no other duties, express or implied. The Sellers’ Agent may engage attorneys, accountants and other professionals and experts as he determines necessary. The Sellers’ Agent may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action reasonably taken by the Sellers’ Agent based on behalf such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. Sellers shall indemnify the Sellers’ Agent and hold him 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 accordance connection with the terms acceptance or administration of his duties hereunder; provided, that no liability of any Seller pursuant to 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 sentence shall exceed such Seller’s Pro Rata Share of such liability. The Sellers’ Agent shall be entitled to conclusively rely upon reimbursed for reasonable expenses incurred in the actions performance of Rockstar LP as his duties (including, without limitation, the duly authorized actions reasonable fees of each Sellerattorneys, accountants and other professionals and experts), and Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and all such expenses shall be paid by 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 Sellers to the genuineness extent of the writingtheir Pro Rata Share of such expenses.

Seller’s Agent. (a) Each Seller by execution of this Agreement hereby irrevocably appoints Rockstar LP ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as its agent and attorney-in-fact the sole representative (the “Sellers’ Agent”) for and of such Seller to act as the agent on behalf of Sellers to act such Seller for Sellers with regard to all matters pertaining to purposes under this Agreement, includingincluding 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, but not limited to: a. giving and receiving notices and communications and including waiving any such condition if Sellers’ Agent, in his sole discretion, determines that such waiver is appropriate; (iii) taking any action that may be necessary or must be taken desirable, as determined by Sellers under Sellers’ Agent in his sole discretion, in connection with the termination of this Agreement and the Ancillary 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; b. agreeing to; (viii) accepting notices on behalf of each Seller; (ix) taking any and all actions that may be necessary or desirable, negotiatingas determined by Sellers’ Agent in his sole discretion, entering into settlements in connection with the payment of the costs and compromises ofexpenses 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, and complying with Orders with respect to any claims against in Sellers, asserting, negotiating, entering into settlements and compromises of, and complying with Orders with respect to’ Agent’s capacity as the representative of such Seller, any other claim and all notices, documents or certificates to be executed by any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any Sellers’ Agent, on behalf of such Seller, in each case relating to connection with this Agreement, the Ancillary Agreements, or Agreement and the transactions contemplated hereby hereby; (xii) granting any consent or therebyapproval on behalf of such Seller under this Agreement; and c. and (xiii) taking any and all other actions that are either (A) may be necessary or appropriate in the judgment of 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 of Sellers, Sellers’ Agent shall act as the agent for the accomplishment of the foregoing or (B) specifically mandated by the terms of all such Persons, shall have authority to bind each such Person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the Escrow Agreement or receipt of notice of the other Ancillary Agreementsappointment of a successor upon five (5) days’ prior written notice to Buyer. (b) By executing Each Seller hereby irrevocably appoints Sellers’ Agent as such Seller’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the transactions contemplated by this Agreement, Rockstar LP hereby (i) accepts its appointment granting unto said attorney-in-fact and authorization agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the sale of such Seller’s Subject Shares as fully to all intents and purposes as such Seller might or could do in Person, including, without limitation, to extend the Outside Closing Date to such date as the 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 9.17deems appropriate. (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 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.

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. (a) Each Seller by By the execution and delivery of this Agreement hereby Agreement, each Seller irrevocably appoints Rockstar LP and authorizes H▇▇▇▇▇▇▇ 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 Until completion of this Agreement the Shareholding Reorganizations or, if the Shareholding Reorganizations are not completed on the Closing Date, each of the Sellers hereby appoints Rockstar LP irrevocably and exclusively T▇▇▇▇▇, and expressly authorizes it to act on behalf and in the name of all or part of the Sellers, as its agent and attorney-in-fact (“mandataire) (the "Sellers’ ' Agent”") for to, in its name and on behalf of Sellers to act for Sellers with regard to all matters pertaining to this Agreement, including, but not limited toits behalf: 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 (Ai) necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing or (B) specifically mandated by amend the terms of this Agreement; (ii) receive notices under this Agreement (other than any notice given by the Purchaser of any breach or violation, or alleged breach or violation, by one or more Sellers of any term of this Agreement); (iii) deliver any notices, certifications, consents, approvals or waivers required or appropriate under this Agreement; (iv) receive or make any payment in connection with the Escrow transactions contemplated under this Agreement; (v) make any filing required or appropriate under this Agreement (as determined in the reasonable judgment of the Sellers' Agent); (vi) handle, dispute, compromise, settle or otherwise deal with any and all claims against by or against or disputes with the other Ancillary AgreementsPurchaser under this Agreement; and (vii) more generally, exercise the rights of the Sellers on their behalf under this Agreement (including the right to terminate this Agreement under Article ‎9.1). (b) By executing this Agreement, Rockstar LP hereby (i) accepts its appointment and authorization to Any act as or decision taken by the Sellers’ ' Agent on behalf of Sellers in accordance with this Agreement shall bind each of the terms of this AgreementSellers, and (ii) agrees provided that such decision applies to perform its obligations under, and otherwise comply with, this Section 9.17each similarly situated Seller on the same basis. (c) BuyerReferences to the "Sellers' Agent" appearing herein shall be deemed to be qualified by the phrase "(on behalf of each of the Sellers)", Buyer Parentprovided that the Sellers' Agent's so acting as the agent for each of the Sellers shall in no case cause the Sellers' Agent to be deemed to be liable for any obligations of a Seller hereunder or to establish any joint and several liability among the Sellers. (d) The Sellers' Agent shall not bear any liability whatsoever, each Buyer Subscriber Partyto either any of the Sellers or to the Purchaser, their respective Affiliates in its capacity as agent of the Sellers under this Agreement, except in case of willful misconduct (faute intentionnelle) or gross negligence (négligence grave), provided, however, that in the relationship with the Purchaser any actions and omissions of the Escrow Sellers' Agent shall be entitled to conclusively rely upon the actions of Rockstar LP as the duly authorized actions of each Seller, directly 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 fully attributable to the genuineness of Sellers for which the writingSellers' Agent acted or should have acted. (e) It is specified that if the Shareholding Reorganizations are completed, any reference to the Sellers' Agent in this Agreement shall be deemed to be reference to TecFin.

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.