Common use of Stockholder Agent; Power of Attorney Clause in Contracts

Stockholder Agent; Power of Attorney. (a) Each Person included in the definition of Seller has appointed Xxxx as agent and attorney-in-fact for and on behalf of Seller (the “Stockholder Agent”), to give and receive notices and communications, to make indemnification claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Seller, to object to such claims, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ prior written notice to Buyer. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxx. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Seller. (b) The Stockholder Agent shall not have any liability for any action taken or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against the advice of counsel. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (a) Each Person included in In the definition event that this Agreement is adopted by the Company Stockholders, effective upon such vote, and without further act of Seller has any Company Stockholder, Cor Pijnenburg shall, to the fullest extent permitted by law, be appointed Xxxx as agent and attorney-in-fact for and on behalf of Seller (the “Stockholder Agent”) for the Company Stockholders (except such stockholders, if any, as shall have perfected their appraisal or dissenters’ rights under Delaware Law), for and on behalf of the Company Stockholders, to give and receive notices and communications, to make indemnification claims on behalf of deliver the Company and/or Seller against BuyerDispute Notice, to receive indemnification claims against Seller, to object to such claims, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend arbitration demand and to comply with orders decision of courts and determinations and awards of arbitrators the Arbital Panel in accordance with respect to claimsSection 1.7, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency The Stockholder Agent may be changed removed by Seller the Majority Stockholder from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty ten (3010) calendar days’ Business Days prior written notice to BuyerParent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxthe Majority Stockholder. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services; provided, however, the Stockholder Agent shall be entitled to reimbursement from the Company Stockholders, severally and not jointly, in accordance with their respective Company Common Stock Ratios, for his reasonable out-of-pocket expenses, including reasonable attorney’s fees, incurred in performing his duties and functions hereunder. Notices or communications to or from the Stockholder Agent shall constitute constitute, to the fullest extent permitted by law, notice to or from Sellereach of the Company Stockholders. (b) The Stockholder Agent shall not have incur any liability for with respect to any action taken or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice, the Stockholder Agent shall not be liable to anyone. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing Company, Parent and the Surviving Corporation, and shall also have the reasonable assistance of Seller after the Closing Company’s, Parent’s and Surviving Corporation’s officers and employees for purposes of performing his duties and exercising his rights hereunder. The , provided that the Stockholder Agent shall hold in strict confidence, treat confidentially and shall not disclose any nonpublic information from or about Seller after the Closing Company, Parent or Surviving Corporation to anyone (except as required by applicable law or on a need to know basis to individuals who reasonably need agree in writing to know treat such information for confidentially) without prior consent of the purpose Company or Parent, as the case may be. (d) A decision, act, consent or instruction of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed permitted under this Agreement shall, to the same confidentiality obligations fullest extent permitted by law, constitute a decision of all of the Company Stockholders and disclosure restrictions applicable shall, to the fullest extent permitted by law, be final, binding and conclusive upon each of the Company Stockholders. Parent may rely upon any such decision, act, consent or instruction of the Stockholder Agent as being the decision, act, consent or instruction of each such Company Stockholder. Parent is hereby relieved, to the fullest extent permitted by law, from any liability to any Person resulting from any such decision, act, consent or instruction of the Stockholder Agent). (e) The Company Stockholders shall, severally and not jointly, on a pro rata basis based on their respective Company Common Stock Ratios, indemnify, defend and hold the Stockholder Agent harmless from and against any Loss that may be incurred by the Stockholder Agent arising out of or in connection with the acceptance or administration of the Stockholder Agent’s duties, except as caused by the Stockholder Agent's willful misconduct, including the legal costs and expenses of defending such Stockholder Agent against any claim or liability in connection with the performance of the Stockholder Agent’s duties.

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, John X. Xxxxxx, XX xxxll be appointed Xxxx as agent and attorney-in-fact (the "Stockholder Agent") for each holder of Consideration Common shares, for and on behalf of Seller (stockholders, to execute the “Stockholder Agent”)Escrow Agreement, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the holders of Shares prior to the Effective Time, and after the Effective Time by the former holders of Shares as of the Effective Time from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the holders of Shares. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely stockholders of the Company on whose behalf the advice of counsel and Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without negligence or bad faith on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved by the Company Stockholders, effective upon such vote, and without any further act of Seller has any Major Stockholder, the Stockholder Agent shall be appointed Xxxx as agent and attorney-in-fact for and on behalf of Seller (the “Stockholder Agent”)each Major Stockholder, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency The Stockholder Agent may be changed by Seller the Major Stockholders from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ ' prior written notice to BuyerParent and Escrow Agent; PROVIDED that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Amount in the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the Major Stockholders. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel Major Stockholders shall jointly and severally indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without negligence, willful misconduct or bad faith on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, Xxxxxxx Xxxxxx shall be appointed Xxxx as agent and attorney-in-fact (the "Stockholder Agent") for each stockholder of the Company (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of Seller (stockholders of the “Stockholder Agent”)Company, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the stockholders of the Company from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided, that the Stockholder Agent may not be removed unless holders of a two- thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his its services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the stockholders of the Company. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and In no event shall the Stockholder Agent shall not be liable for punitive, incidental or consequential damages. The stockholders of the Company on whose behalf the Escrow Amount was contributed to Seller for anything done, omitted or suffered in good faith by the Escrow Fund shall severally on a pro rata basis (based on the Aggregate Parent Common Stock to which such stockholders are entitled) indemnify the Stockholder Agent based on such advice. The and hold the Stockholder Agent undertakes to perform such harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholder Agent and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in By virtue of the definition adoption of Seller has this Agreement and approval of the principal terms of the Merger by the stockholders of the Company, and without further act of any stockholder of the Company, the Company Stockholders shall be deemed to have appointed Xxxx Xxxxx Xxxxxx as agent and attorney-in-fact for and on behalf of Seller (the “Stockholder Agent”)) for each Company Stockholder, for and on behalf of the Company Stockholders, to give and receive notices and communications, to make indemnification authorize delivery to the Indemnified Parties of cash from the Stockholder Escrow Fund (and indirectly the Employee Escrow Fund) in satisfaction of claims on behalf of by the Company and/or Seller against Buyer, to receive indemnification claims against SellerIndemnified Parties, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the Company Stockholders from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Stockholder Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Stockholder Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the Company Stockholders. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as the Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and Escrow Fund shall be available to indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without gross negligence or bad faith on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent’s duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (ciii) The Although actions taken by and decisions made by the Stockholder Agent shall have reasonable access with respect to information about Seller after the Closing Stockholder Escrow Fund affect the Employee Escrow Fund, it is agreed and acknowledged that the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold is not a fiduciary, agent or other representative of any other party hereto or any of the beneficiaries of the funds in strict confidencethe Employee Escrow Fund or otherwise with respect to the funds in the Employee Escrow Fund, and shall not disclose be liable for any nonpublic information from act done or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling omitted hereunder as the Stockholder Agent to respond to a claim by reason of or to pursue an objection and who have agreed relating to the same confidentiality obligations and disclosure restrictions applicable to impact thereof on the Stockholder Agent)Employee Escrow Fund.

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, Xxxxxxx Xxxxxxxx shall be appointed Xxxx as agent Stockholder Agent and attorney-in-fact for each stockholder of the Company (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under California Law), for and on behalf of Seller (stockholders of the “Stockholder Agent”)Company, to give and receive notices and communications, to make indemnification authorize delivery to Parent of cash from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the stockholders of the Company from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his its services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the stockholders of the Company. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely stockholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally on a pro rata basis (based on the advice of counsel and Merger Consideration to which such stockholders are entitled) indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, John X. Xxxxxxxx xxxll be appointed Xxxx as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each stockholder of the Company (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of Seller (stockholders of the “Stockholder Agent”)Company, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the stockholders of the Company from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his its services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the stockholders of the Company. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely stockholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally on a pro rata basis (based on the advice of counsel and Aggregate Parent Common Stock to which such stockholders are entitled) indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved by the Company Stockholders, effective upon such vote, and without any further act of Seller has any Company Stockholder, the Stockholder Agent shall be appointed Xxxx as agent and attorney-in-fact for each Company Stockholder, for and on behalf of Seller (the “Stockholder Agent”)each such Principal Stockholder, to give and receive notices and communications, to make indemnification authorize delivery to (A) Parent of shares from the Escrow Fund in satisfaction of claims on behalf of by Parent pursuant to the Escrow and Indemnification Agreement or (B) the Company and/or Seller against Buyer, Stockholders of shares from the Employee Escrow Fund pursuant to receive indemnification claims against Sellerthe Special Purpose Escrow Agreement, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency The Stockholder Agent may be changed by Seller the Company Stockholders from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ ' prior written notice to BuyerParent and Escrow Agent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount or the Employee Escrow Amount in the Escrow Fund or the Employee Escrow Fund, respectively, agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund or Employee Escrow Fund, as the case may be. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the Company Stockholders. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent mayCompany Stockholders on whose behalf the Escrow Amount or Employee Escrow Amount was contributed to the Escrow Fund or Employee Escrow Fund, in all questions arising hereunderrespectively, rely on the advice of counsel and shall severally indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without negligence or bad faith on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, John Xxxxxxxx xxxll be appointed Xxxx as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each stockholder of the Company (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of Seller (stockholders of the “Stockholder Agent”)Company, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the stockholders of the Company from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his its services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the stockholders of the Company. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely stockholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally on a pro rata basis (based on the advice of counsel and Aggregate Parent Common Stock to which such stockholders are entitled) indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, Venrock Associates shall be appointed Xxxx as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each White Amber Stockholder (except such stockholders, if any, as shall have perfected their appraisal or dissenters' rights under Delaware Law), for and on behalf of Seller (the “Stockholder Agent”)White Amber Stockholders, to give and receive notices and communications, to make indemnification distribute the Redistribution Shares and otherwise act in accordance with Section 1.10 to authorize delivery to Recruitsoft of shares of Series D Preferred Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Recruitsoft, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to claimssuch claims or claims or other issues regarding the Additional Recruitsoft Share Consideration, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the White Amber Stockholders from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerRecruitsoft; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund or if the Escrow Fund has been distributed, of the Additional Recruitsoft Share Consideration, if any. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his its services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the White Amber Stockholders. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely White Amber Stockholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally on a pro rata basis (based on the advice of counsel and Recruitsoft Share Consideration to which such stockholders are entitled) indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved by the Company Stockholders, effective upon such vote, and without any further act of Seller has any Company Stockholder, the Stockholder Agent shall be appointed Xxxx as agent and attorney-in-fact for each Company Stockholder, for and on behalf of Seller (the “Stockholder Agent”)each such Principal Stockholder, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency The Stockholder Agent may be changed by Seller the Company Stockholders from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ ' prior written notice to BuyerParent and Escrow Agent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Amount in the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the Company Stockholders. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against faith and in the advice exercise of counselreasonable judgment. The Stockholder Agent may, in all questions arising hereunder, rely Company Stockholders on whose behalf the advice of counsel and Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by and hold the Stockholder Agent based harmless against any loss, liability or expense incurred without negligence or bad faith on such advice. The the part of the Stockholder Agent undertakes to perform such and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against expenses of any legal counsel retained by the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (a) Each Person included in of the definition Parties hereto agrees that, effective upon the execution of this Agreement and without further act of any Principal Stockholder, Seller has shall be appointed Xxxx as agent and attorney-in-fact for each Principal Stockholder, for and on behalf of Seller (the “Stockholder Agent”)all of them, to give and receive notices and communications, to make indemnification authorize payments to any Indemnified Parties from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby any Indemnified Parties, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts with respect to such claims, to agree toto modifications, negotiate amendments and enter into settlements and compromises waivers to this Agreement on behalf of claims, to demand, prosecute and defend arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to claims, the Principal Stockholders and to take all actions necessary or appropriate in the judgment of the Stockholder Agent any duly authorized officer of Seller for the accomplishment of the foregoing. Such agency may be changed by Seller the Principal Stockholders from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ prior written notice to Buyer. Any vacancy Purchaser, subject to the approval of holders of a two-thirds interest in the position of Stockholder Agent may be filled by Xxxxxxxx. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his servicesPurchase Price. Notices or communications to or from the Stockholder Agent Seller shall constitute notice to or from Sellereach of the Principal Stockholders. (b) The Stockholder Agent shall not have any liability for any action taken A decision, act, consent or suffered by him or omitted hereunder as Stockholder Agent while acting in good faith, unless such action is taken against the advice of counsel. The Stockholder Agent may, in all questions arising hereunder, rely on the advice of counsel and the Stockholder Agent shall not be liable to Seller for anything done, omitted or suffered in good faith by the Stockholder Agent based on such advice. The Stockholder Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no implied covenants or obligations shall be read into this Agreement against the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance instruction of Seller after (including an amendment, extension or waiver of this agreement) shall constitute a decision of all the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidencePrincipal Stockholders, and shall not disclose be final, binding and conclusive upon each such Principal Stockholder, and Purchaser may rely upon any nonpublic information such decision, act, consent or instruction of Seller as being the decision, act, consent or instruction of each such Principal Stockholder. Purchaser is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or about instruction of Seller after on behalf of itself or the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent)Principal Stockholders.

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, Ira Xxxxxxx xxxll be appointed Xxxx as agent and attorney-in-fact (the "STOCKHOLDER AGENT") for each stockholder of the Company (except such stockholders, if any, as shall have perfected their appraisal rights under Delaware Law), for and on behalf of Seller (stockholders of the “Stockholder Agent”)Company, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree toto negotiate, negotiate and enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoingforegoing and with respect to any other matter arising under this Agreement. Such agency may be changed by Seller the stockholders of the Company from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. Each such successor Stockholder Agent shall have all the power, authority, rights and privileges hereby conferred upon the original Stockholder Agent, and the term "STOCKHOLDER AGENT" as used herein shall be deemed to include such successor Stockholder Agent. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the stockholders of the Company. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while unless not acting in good faith, unless faith and such action is taken against the advice of counselactions constitute gross negligence or willful misconduct. The stockholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally on a pro rata basis (based on the Aggregate Parent Common Stock to which such stockholders are entitled) indemnify the Stockholder Agent mayand hold the Stockholder Agent harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholder Agent and arising out of or in all questions arising connection with the acceptance or administration of the Stockholder Agent's duties hereunder, rely on including the advice reasonable fees and expenses of any legal -49- 50 counsel and retained by the Stockholder Agent. Accordingly, the Stockholder Agent shall not incur any such liability with respect to (i) any action taken or omitted to be liable to Seller for anything done, omitted or suffered taken in good faith by upon advice of his counsel given with respect to any questions relating to the duties and responsibilities of the Stockholder Agent based on such advice. The Stockholder Agent undertakes hereunder; or (ii) any action taken or omitted to perform such duties and only such duties as are specifically set forth be taken in reliance upon any document, including any written notice or instructions provided for in this Agreement or the Escrow Agreement, not only as to its due execution and no implied covenants to the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which the Stockholder Agent shall in good faith believe to be genuine, to have been signed or obligations shall be read into presented by the purported proper person or persons and to conform with the provisions of this Agreement against and the Escrow Agreement. The limitation of liability provisions of this Section 7.2 shall survive the termination of this Agreement and the resignation of the Stockholder Agent. (c) The Stockholder Agent shall have reasonable access to information about Seller after the Closing and the reasonable assistance of Seller after the Closing for purposes of performing his duties and exercising his rights hereunder. The Stockholder Agent shall hold in strict confidence, and shall not disclose any nonpublic information from or about Seller after the Closing to anyone (except to individuals who reasonably need to know such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agent).

Stockholder Agent; Power of Attorney. (ai) Each Person included in In the definition event that the Merger is approved, effective upon such vote, and without further act of Seller has any stockholder, Xxxxxxx Xxxxxx shall be appointed Xxxx as agent and attorney-in-fact (the "Stockholder Agent") for each holder of Shares, for and on behalf of Seller (stockholders, to execute the “Stockholder Agent”)Escrow Agreement, to give and receive notices and communications, to make indemnification authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims on behalf of the Company and/or Seller against Buyer, to receive indemnification claims against Sellerby Parent, to object to such claimsdeliveries, to agree to, negotiate and negotiate, enter into settlements and compromises of claimsof, to demand, prosecute and defend demand arbitration and to comply with orders of courts and determinations and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Stockholder Agent for the accomplishment of the foregoing. Such agency may be changed by Seller the holders of Shares prior to the Effective Time, and after the Effective Time by the former holders of Shares as of the Effective Time from time to time upon unanimous consent of each Person included in the definition of Seller and upon not less than thirty (30) calendar days’ days prior written notice to BuyerParent; provided that the Stockholder Agent may not be removed unless holders of a two-thirds interest of the Escrow Fund agree to such removal. Any vacancy in the position of Stockholder Agent may be filled by Xxxxxxxxapproval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Stockholder Agent, and the Stockholder Agent shall not receive compensation for his or her services. Notices or communications to or from the Stockholder Agent shall constitute notice to or from Sellereach of the holders of Shares. (bii) The Stockholder Agent shall not have any liability be liable for any action taken or suffered by him act done or omitted hereunder as Stockholder Agent while acting in good faithfaith and in the exercise of reasonable judgment. The stockholders of the Company on whose behalf the Escrow Amount was contributed to the Escrow Fund shall severally indemnify the Stockholder Agent and hold the Stockholder Agent harmless against any loss, unless such action is taken liability or expense incurred without negligence or bad faith on the part of the Stockholder Agent and arising out of or in connection with the acceptance or administration of the Stockholder Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Agent. (iii) The duties and obligations of the Stockholder Agent hereunder or under the Escrow Agreement shall be strictly limited to those expressly provided for hereunder or in the Escrow Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Article VII or into the Escrow Agreement or otherwise exist against the advice of counselStockholder Agent. The Stockholder Agent mayAs to any matters not expressly provided for hereby or by the Escrow Agreement, in all questions arising hereunder, rely on the advice of counsel and the Stockholder Agent shall not be liable required to Seller for anything doneexercise any discretion or take any action, omitted but shall be required to act or suffered to refrain from acting (and shall be fully protected in good faith by so acting or refraining from acting) upon the instructions of the holders of a majority in interest of the Escrow Fund, and such instructions shall be binding upon all Company Stockholders; provided, however, that the Stockholder Agent based on such advice. The shall not in any event be required to take any action which exposes the Stockholder Agent undertakes to perform such liability or which is contrary to this Article VII, the Escrow Agreement or applicable law. Nothing in Article VII shall, or shall be construed to, constitute the Stockholder Agent a trustee or fiduciary for any Company Stockholder. In performing its functions and duties under Article VII or the Escrow Agreement, the Stockholder Agent shall act solely as the agent of the Company Stockholders and only such duties as are specifically set forth does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Parent, Sub or the Surviving Corporation. Without limiting the generality of the foregoing, the use of the term "agent" in this Article VII and the Escrow Agreement and no implied covenants or obligations shall be read into this Agreement against with reference to the Stockholder AgentAgent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (civ) The Stockholder Stockholders Agent shall have reasonable access to information about Seller after the Closing Company and the Surviving Corporation and the reasonable assistance of Seller after the Closing Company's and the Surviving Corporation's officers and employees for the purposes of performing his its duties and exercising his its rights hereunder. The , provided that the Stockholder Agent shall hold in strict confidence, treat confidentially and shall not disclose any nonpublic non-public information from or about Seller after the Closing Company or the Surviving Corporation to anyone (except on a need-to-know basis to individuals who reasonably need agree to know treat such information for the purpose of enabling the Stockholder Agent to respond to a claim or to pursue an objection and who have agreed to the same confidentiality obligations and disclosure restrictions applicable to the Stockholder Agentconfidentially).