Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. Each Major Stockholder hereby ratifies and confirms all that the Stockholder Representative shall do or cause to be done by virtue of such Stockholder Representative's appointment as Stockholder Representative of such shareholder pursuant to the Merger Agreement. The Stockholder Representative shall be entitled to act with respect to all of the matters set forth in the Merger Agreement, the Escrow Agreements and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes to be in the best interest of the shareholders of the Company prior to the Effective Time, but the Stockholder Representative shall not be responsible for any loss or damage any shareholder may suffer by reason of the performance by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees with respect to any matter herein, in the Merger Agreement, the Escrow Agreements or any other agreement entered into by the Stockholder Representative in connection with the transactions contemplated by the Merger Agreement that is to be effected by the Stockholder Representative.

Stockholder Representative. Each Major (i) The Company hereby appoints, and by adopting and approving this Agreement and the Merger, or delivering an Equityholder Acknowledgement, Incentive Plan Acknowledgement or letter of transmittal, as applicable, the Participating Holders and participants in the Santur Corporation 2011 Incentive Plan (collectively the “Holders”) shall be deemed to appoint, Shareholder Representative Services LLC (the “Stockholder hereby ratifies Representative”), with full and confirms unqualified power to delegate to one or more Persons the authority granted to it hereunder, to act as each of their agent and attorney-in-fact, with full power of substitution, to take all that actions permitted or required by this Agreement and the Escrow Agreement on their individual and collective behalf, and to take any other actions deemed necessary or appropriate by the Stockholder Representative shall do or cause to be done by virtue in accordance with the terms of such Stockholder Representative's appointment as Stockholder Representative of such shareholder pursuant to this Agreement and the Merger Escrow Agreement. The Stockholder Representative shall be entitled permitted to act communicate with the Holders, including in electronic form. (ii) The Stockholder Representative shall have no liability whatsoever to any existing or former stockholder of the Company or to any other Person arising out of the matters contemplated by this Agreement or the Escrow Agreement, except only to the extent of any Losses caused exclusively by the Stockholder Representative’s willful misconduct or bad faith. In any event, any such liability shall be limited to direct damages resulting from such conduct and in no event shall the Stockholder Representative be liable for special, incidental or consequential damages incurred or suffered by any Person. The Stockholder Representative shall incur no liability to any existing or former stockholder of the Company or any other Person with respect to any action taken or suffered by it in reliance upon any note, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized. The Stockholder Representative may, in all of questions arising under this Agreement or the matters set forth in the Merger Escrow Agreement, rely on the Escrow Agreements advice of counsel and any other agreements entered into for anything done, omitted or suffered in connection with the transactions contemplated good faith by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes based on such advice, the Stockholder Representative shall not be liable to be in the best interest of the shareholders any existing or former stockholder of the Company or any other Person. (iii) In the event of the death or permanent disability of the Stockholder Representative, or his resignation as Stockholder Representative, a successor Stockholder Representative shall be elected by a majority vote of the holders of outstanding Company Shares immediately prior to the Effective Time, but with each such stockholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such stockholder immediately prior to the Effective Time, provided that if no Person receives a majority of votes, the Person receiving the most votes will be the new Stockholder Representative and provided further that the new Stockholder Representative shall promptly inform Parent of any such event. (iv) The stockholders of the Company immediately prior to the Effective Time, jointly and severally, shall, by adopting and approving this Agreement and the Merger, be deemed to have agreed to indemnify the Stockholder Representative shall not be responsible for from and against any loss loss, liability or damage any shareholder may suffer by reason of the performance expense incurred by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such his duties under the terms of this Agreement and the Escrow Agreement, except to the extent that any loss, liability or expense is was found in a final, non-appealable judgment to have been caused exclusively by the Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for ’s willful misconduct or bad faith. No suit, action, proceeding or claim may be brought If not paid directly to the Stockholder Representative by any Major Stockholder against Parent, the stockholders of the Company, any such losses, liabilities or any of their respective directors, officers and employees with respect to any matter herein, expenses may be recovered by the Stockholder Representative from (A) the funds in the Merger AgreementReserve Fund, and (ii) the amounts in the Escrow Agreements Fund otherwise distributable to the Holders pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Escrow Agent; provided that while this Section allows the Stockholder Representative to be paid from the Reserve Fund and the Escrow Fund, this does not relieve the Holders from their obligation to promptly pay such losses, liabilities and expenses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. (v) In order to provide a fund to pay directly, or reimburse the Stockholder Representative for, any legal, accounting or other agreement entered into third-party expenses incurred by the Stockholder Representative in connection with any matter related to the transactions contemplated by this Agreement plus any additional costs and expenses of the Company incurred prior to the Effective Time in connection with this Agreement and the transactions contemplated hereby as provided in Section 9(l), $250,000 of the Merger Agreement that is Consideration shall be deposited by Parent upon the Closing of the Merger in a separate account (the “Reserve Fund”) to be effected designated by the Stockholder Representative to be administered and used by the Stockholder Representative in accordance with this Section 8(d). The Reserve Fund shall be withheld by Parent and allocated among the Holders in accordance with their respective Pro Rata Shares. The Reserve Fund shall be held by the Stockholder Representative as agent and for the benefit of the Holders in a segregated client account. The Stockholder Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Holders shall not receive interest or other earnings on the Reserve Fund and they each irrevocably transfer and assign to the Stockholder Representative any ownership right that they may have in any interest that may accrue on funds held in the Reserve Fund. The Holders acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice. The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Reserve Fund other than as a result of its gross negligence or willful misconduct. For tax purposes, the Reserve Fund shall be treated as having been received and voluntarily set aside by the Holders at the time of Closing. The parties agree that the Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the Reserve Fund. Upon the conclusion of the Stockholder Representative’s services under this Agreement and the Escrow Agreement, any remaining balance of the Reserve Fund that (a) was deposited into the Reserve Fund from the Merger Consideration on behalf of Participating Holders shall be disbursed to Parent or the Exchange Agent and (b) was deposited into the Reserve Fund from the Merger Consideration on behalf of Santur Corporation 2011 Incentive Amount shall be disbursed to the Exchange Agent or Parent for payment to the individual participants.

Stockholder Representative. Each Major Stockholder hereby ratifies (a) Effective upon and confirms all that by virtue of the consent of the holders of the Company Stock approving and adopting this Agreement and the Merger, and without any further act of any of the holders of the Company Stock, the Stockholder Representative shall do be hereby appointed as the representative of the Designated Stockholders and as the attorney-in-fact and agent for and on behalf of each Designated Stockholder with respect to any claims by any Indemnified Party pursuant to Section 11.02(a) and any amendments to or cause waivers of the Escrow Agreement or this Article 11; provided, however, that any amendment or waiver of the Escrow Agreement or this Article 11 that shall adversely affect the rights or obligations of any Designated Stockholder under the Escrow Agreement or this Article 11 shall require the prior written consent of such adversely affected Designated Stockholder (other than any change affecting all Designated Stockholders similarly). The Stockholder Representative hereby accepts such appointment. The Stockholder Representative will take any and all actions and make any decisions required or permitted to be done taken by virtue of such Stockholder Representative's appointment as the Stockholder Representative under the Escrow Agreement and this Agreement, including the exercise of such shareholder the power to (i) agree to, negotiate, enter into settlements and compromises of, commence any suit, action or proceeding, and comply with orders of courts with respect to, claims for Damages, (ii) litigate, resolve, settle or compromise any Contested Claim (as defined in the Escrow Agreement) made pursuant to this Agreement, and (iii) take all actions necessary in the Merger judgment of the Stockholder Representative for the accomplishment of the foregoing or as contemplated by this Agreement or the Escrow Agreement. The Stockholder Representative shall be entitled will have authority and power to act on behalf of each Stockholder with respect to the disposition, settlement or other handling of all claims against the Escrow Property under this Article 11 and all related rights or obligations of the matters set forth Designated Stockholders arising under this Article 11. The Stockholder Representative shall use commercially reasonable efforts based on contact information available to the Stockholder Representative to keep the Designated Stockholders reasonably informed with respect to actions of the Stockholder Representative pursuant to the authority granted the Stockholder Representative under this Agreement which actions have a material impact on the amounts payable to the Designated Stockholders. Each Designated Stockholder shall promptly provide written notice to the Stockholder Representative of any change of address of such Designated Stockholder. (b) A decision, act, consent or instruction of the Stockholder Representative (which decision, act, consent or instruction shall be jointly made by each entity constituting the Stockholder Representative) hereunder shall constitute a decision, act, consent or instruction of all Designated Stockholders and, as between Parent and its Affiliates (on the one hand) and the Designated Stockholders (on the other hand), shall be final, binding and conclusive upon each of such Designated Stockholders, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Stockholder Representative as being the decision, act, consent or instruction of each and every such Designated Stockholder. The Escrow Agent and Parent shall be relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Merger Stockholder Representative. (c) The Stockholder Representative will incur no liability with respect to any action taken or suffered by any party in reliance upon any notice, direction, instruction, consent, statement or other document believed by such Stockholder Representative to be genuine and to have been signed by the proper person (and shall have no responsibility to determine the authenticity thereof), nor for any other action or inaction, except for gross negligence, bad faith or willful misconduct on the part of the Stockholder Representative. In all questions arising under this Agreement or the Escrow Agreement, the Escrow Agreements Stockholder Representative may rely on the advice of outside counsel, and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes to be in the best interest of the shareholders of the Company prior to the Effective Time, but the Stockholder Representative shall will not be responsible liable to anyone for any loss anything done, omitted or damage any shareholder may suffer by reason of the performance suffered in good faith by the Stockholder Representative of based on such advice. (d) The Designated Stockholders shall severally (each based on its Pro Rata Share) but not jointly indemnify the Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify Representative and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage liability or expense (including incurred without limitation attorneys' fees) reasonably incurred gross negligence, bad faith or suffered as a result willful misconduct, on the part of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees with respect to any matter herein, in the Merger Agreement, the Escrow Agreements or any other agreement entered into by the Stockholder Representative and arising out of or in connection with the transactions contemplated by acceptance or administration of the Merger Agreement that is to be effected Stockholder Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Stockholder Representative. (e) At any time during the term of the Escrow Agreement, a majority-in-interest of Designated Stockholders may, by written consent, appoint a new representative as the Stockholder Representative. Notice together with a copy of the written consent appointing such new representative and bearing the signatures of Designated Stockholders of a majority-in-interest of those Designated Stockholders must be delivered to Parent and the Escrow Agent not less than ten days prior to such appointment. Such appointment will be effective upon the later of the date indicated in the consent or ten days after such notice is received by Parent and the Escrow Agent. For the purposes of this Section 11.05, a “majority-in-interest of the Designated Stockholders” shall mean Designated Stockholders representing in the aggregate over 50% of the percentage interests in the Escrow Shares. (f) In the event that the Stockholder Representative becomes unable or unwilling to continue in his or its capacity as Stockholder Representative, or if the Stockholder Representative resigns as a Stockholder Representative, a majority-in-interest of the Designated Stockholders shall, by written consent, appoint a new representative as the Stockholder Representative. Notice and a copy of the written consent appointing such new representative and bearing the signatures of the holders of a majority-in-interest of the Designated Stockholders must be delivered to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date such consent is received by Parent and the Escrow Agent. (g) As amongst the Stockholders, and subject to Section 11.05(b), any instruction given to the Stockholder Representative by a majority-in-interest of Designated Stockholders, in connection with the matters set forth in Article 11 or any other matter, shall be final and binding on all Stockholders.

Stockholder Representative. Each Major The Holders by virtue of the approval of this Agreement, (i) shall be deemed to have consented to the deposit of the Reconciliation Deposit into the Reconciliation Fund pursuant to the terms of the Reconciliation Agreement, (ii) shall be deemed to have agreed that the Reconciliation Fund will be subject to provisions of Section 2.6, and (iii) shall be deemed to have irrevocably constituted and appointed the Stockholder hereby ratifies Representative (together with his or her permitted successors) as their true and confirms lawful agent and attorney-in-fact to enter into the Reconciliation Agreement, to exercise all that or any of the powers, authority and discretion conferred on the Stockholder Representative under this Agreement or the Reconciliation Agreement, to waive or amend any terms and conditions of the Reconciliation Agreement, to give and receive notices on their behalf and to be their exclusive representative to the extent of their respective interests in the Reconciliation Fund with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by the Reconciliation Agreement, and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative, in connection with its obligations under this Agreement, the Reconciliation Agreement or any other agreement made in connection with the transactions contemplated by this Agreement, shall not be liable for any action taken or not taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be genuine and duly authorized, nor for any other action or inaction in the absence of his or her own gross negligence or willful misconduct. In all questions arising under this Agreement, the Reconciliation Agreement or any other agreement made in connection with the transactions contemplated by this Agreement, the Stockholder Representative may rely on the advice or opinion of counsel and independent accountants satisfactory to it, and for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice, the Stockholder Representative shall do not be liable to any Person, including, without limitation, any Holder in its capacity as such. The Stockholder Representative shall have no duties or cause to be done by virtue of such responsibilities other than those expressly set forth in this Agreement or the Reconciliation Agreement. The Stockholder Representative's appointment , acting as Stockholder Representative such under this Agreement or the Reconciliation Agreement, is not charged with knowledge of such shareholder pursuant to the Merger Agreementor any duties or responsibilities under, and shall not be bound by, any other document or agreement. The Stockholder Representative shall be entitled to act with respect to all of be reimbursed, from the matters set forth amounts available in the Merger AgreementReconciliation Fund, the Escrow Agreements for all reasonable out-of-pocket documented charges and any other agreements entered into expenses incurred in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes to be in the best interest of the shareholders of the Company prior to the Effective Time, but the Stockholder Representative shall not be responsible for any loss or damage any shareholder may suffer by reason of the performance by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad good faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees with respect to any matter herein, in the Merger Agreement, the Escrow Agreements or any other agreement entered into by the Stockholder Representative in connection with the performance of its duties as Stockholder Representative under this Agreement, the Reconciliation Agreement or any other agreement made in connection with the transactions contemplated by this Agreement or the Merger Agreement that is Reconciliation Agreement, including, without limitation, attorneys fees, accountants’ fees and any amounts arising in respect of its indemnification obligations pursuant to Section 7(a) of the Reconciliation Agreement. If the Stockholder Representative shall be effected unable or unwilling to serve in such capacity (i) prior to the Effective Time, his or her successor shall be named by the Board of Governors or (ii) after the Effective Time, his or her successor shall be named by those Persons who held a majority of the Class B Shares immediately prior to the Effective Time, and, in either case, such successor shall serve and exercise the powers of Stockholder RepresentativeRepresentative hereunder.

Stockholder Representative. Each Major (a) The Stockholder hereby ratifies Representative shall be the exclusive agent of the holders of NORD Securities, to do the following: (i) to give and confirms receive notices and communications, to agree to, negotiate, enter into settlements and compromises of, make claims and demand arbitration and comply with orders of courts and awards of arbitrators with respect to claims made or any other action to be taken by or on behalf of any holder of NORD Securities in connection with the Holdback Amount, and to take all that actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing and (ii) to take any actions required of the NORD Stockholders under the Holdback Escrow Agreement. The Indemnified Parties may rely on the Stockholder Representative as the exclusive agent of the holders of NORD Securities under this Agreement and shall incur no liability to any party with respect to any action taken or suffered by it in reliance thereon. (b) The Stockholder Representative shall not be liable for any act as Stockholder Representative done or omitted hereunder except as a result of its own wilful misconduct or gross negligence. Any act done or omitted pursuant to the advice of counsel shall not be considered to constitute wilful misconduct or gross negligence and the Stockholder Representative shall do have no liability for such act done or cause to be done by virtue omitted. The holders of NORD Securities shall severally indemnify the Stockholder Representative and hold such agent harmless against any loss, liability or expense incurred without bad faith on the part of the Stockholder Representative and arising out of or in connection with the acceptance or administration of the Stockholder Representative's appointment as Stockholder Representative of such shareholder pursuant to the Merger Agreement’s duties hereunder. The Stockholder Representative shall be entitled not, by virtue of being the Stockholder Representative, incur any obligation or liability to act with respect to all of the matters set forth in the Merger Agreement, the Escrow Agreements and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner Indemnified Parties. The Indemnified Parties may rely on the Stockholder Representative believes to be in as the best interest exclusive agent of the shareholders holders of the Company prior NORD Securities under this Agreement and shall incur no liability to the Effective Time, but the Stockholder Representative shall not be responsible for any loss or damage any shareholder may suffer by reason of the performance by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees party with respect to any matter herein, action or suffered by it in the Merger Agreement, the Escrow Agreements or any other agreement entered into by the Stockholder Representative in connection with the transactions contemplated by the Merger Agreement that is to be effected by the Stockholder Representativereliance thereon.

Stockholder Representative. Each Major Stockholder hereby ratifies constitutes and confirms appoints R. Xxxxxx Xxxxx, as the Stockholder Representative, as his or her true and lawful attorney-in-fact (i) to give and receive all that notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 6.2 of this Agreement, and (iv) to communicate to Parent any elections of the Stockholders with respect to the registration rights provided for in ARTICLE IV hereof. The Stockholder Representative may take all actions necessary or appropriate in the judgment of the Stockholder Representative shall do or cause for the accomplishment of any of the foregoing, each Stockholder agreeing to be done fully bound by virtue the acts, decisions and agreements of such Stockholder Representative's appointment as the Stockholder Representative of such shareholder taken and done pursuant to the Merger Agreementauthority herein granted. The Stockholder Representative shall not be entitled to act with respect to all of the matters set forth liable, responsible or accountable in the Merger Agreement, the Escrow Agreements and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes to be in the best interest of the shareholders of the Company prior damages or otherwise to the Effective Time, but the Stockholder Representative shall not be responsible Stockholders for any loss or damage any shareholder may suffer incurred by reason of any act or failure to act by the performance Stockholder Representative, and each Stockholder shall jointly and severally indemnify and hold harmless the Stockholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Stockholder Representative. In the event that R. Xxxxxx Xxxxx dies or becomes incapacitated, the Stockholders shall promptly select an alternate person to serve as the Stockholder Representative and shall promptly notify Parent of such selection. Parent may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Stockholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Stockholders. Parent is hereby relieved from any liability to any Person, including any Stockholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Stockholder Representative. All notices or other communications required to be made or delivered by Parent to the Stockholders shall be made to the Stockholder Representative for the benefit of the Stockholders, and any notices so made shall discharge in full all notice requirements of Parent to the Stockholders with respect thereto. All notices or other communications required to be made or delivered by the Stockholders to Parent shall be made by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in for the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result benefit of the performance Stockholders, and any notices so made shall discharge in full all notice requirements of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees Stockholders to Parent with respect to any matter herein, in the Merger Agreement, the Escrow Agreements or any other agreement entered into by the Stockholder Representative in connection with the transactions contemplated by the Merger Agreement that is to be effected by the Stockholder Representativethereto.

Stockholder Representative. Each Major Stockholder (i) The Company hereby ratifies appoints, and confirms all that by adopting and approving this Agreement and the Merger, the Company Securityholders shall be deemed to appoint the Stockholder Representative with full and unqualified power to delegate to one or more Persons the authority granted to it hereunder, to act as each of their agent and attorney-in-fact, with full power of substitution, to take all actions called for by Section 2(i) above, this Section 8 and the Escrow Agreement on their individual and collective behalf, in accordance with the terms of Section 2(i) above, this Section 8 and the Escrow Agreement. (ii) The Stockholder Representative shall do have no liability whatsoever to any existing or cause former stockholder of the Company or to be done any other Person arising out of the matters contemplated by virtue this Agreement or the Escrow Agreement, except only to the extent of such any Losses caused exclusively by the Stockholder Representative's appointment as ’s willful misconduct or bad faith. In any event, any such liability shall be limited to direct damages resulting from such conduct and in no event shall the Stockholder Representative of such shareholder pursuant to the Merger Agreementbe liable for special, incidental or consequential damages incurred or suffered by any Person. The Stockholder Representative shall be entitled incur no liability to act any existing or former stockholder of the Company with respect to any action taken or suffered by him in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuine and duly authorized. The Stockholder Representative may, in all of questions arising under this Agreement or the matters set forth in the Merger Escrow Agreement, rely on the Escrow Agreements advice of counsel and any other agreements entered into for anything done, omitted or suffered in connection with the transactions contemplated good faith by the Merger Agreement and with respect to all matters contemplated by all such agreements, in the manner the Stockholder Representative believes based on such advice, the Stockholder Representative shall not be liable to be in the best interest any existing or former stockholder of the shareholders Company. (iii) In the event of the death or permanent disability of the Stockholder Representative, or his resignation as Stockholder Representative, a successor Stockholder Representative shall be elected by a majority vote of the holders of outstanding Company Shares immediately prior to the Effective Time, but with each such stockholder (or his or her successors or assigns) to be given a vote equal to the number of votes represented by the Company Shares held by such stockholder immediately prior to the Effective Time. (iv) The Company Securityholders, jointly and severally, shall indemnify the Stockholder Representative shall not be responsible for from and against any loss loss, liability or damage any shareholder may suffer by reason of the performance expense incurred by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such his duties under the terms of Section 2(i) above, this Section 8 and the Escrow Agreement, except to the extent that any loss, liability or expense is finally adjudicated to be caused exclusively by the Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for ’s willful misconduct or bad faith. No suitIf not paid directly to the Stockholder Representative by the Company Securityholders, actionany such losses, proceeding liabilities or claim expenses may be brought recovered by the Stockholder Representative from (i) the Reserve Fund and (ii) the amounts in the Escrow Fund otherwise distributable to the Company Securityholders pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Stockholder Representative to the Escrow Agent; provided that while this section allows the Stockholder Representative to be paid from the Reserve Fund and the Escrow Fund, this does not relieve the Company Securityholders from their obligation to promptly pay such indemnified losses, liabilities and expenses as they are suffered or incurred, nor does it prevent the Stockholder Representative from seeking any Major remedies available to it at law or otherwise. (v) In order to provide a fund to pay for any legal, accounting or other out-of-pocket expenses incurred by the Stockholder against Parent, Representative after the Company, or any of their respective directors, officers and employees Effective Time in connection with respect to any matter hereinrelated to the Transactions plus any additional costs and expenses of the Company incurred prior to the Effective Time in connection with this Agreement and the Transactions as provided in Section 9(l), in cash portion of the Merger Agreement, Consideration equal to $250,000 shall be deposited in a separate escrow account (the “Reserve Fund”) to be administered by the Escrow Agreements Agent (or any other agreement entered into another escrow agent designated by the Stockholder Representative) and used by the Stockholder Representative in accordance with this Section 8(d). Upon the conclusion of the Stockholder Representative’s services under the Agreement, any remaining balance of the Reserve Fund shall be disbursed to the Exchange Agent. The Company Securityholders shall not receive interest or other earnings on the Reserve Fund and the Company Securityholders irrevocably transfer and assign to the Stockholder Representative any ownership right that they may have in any interest that may accrue on funds held in the Reserve Fund. The Company Securityholders acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations or advice. The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Reserve Fund other than as a result of its bad faith or willful misconduct. The parties agree that the Stockholder Representative is not acting as a withholding agent or in any similar capacity in connection with the transactions contemplated by Reserve Fund. (vi) Following the Merger Agreement that is to be effected by delivery of the Closing Statement or a Claim Notice, the Stockholder RepresentativeRepresentative and its representatives and agents shall be given all such access (including electronic access, to the extent available) as they may reasonably require to the books and records of the Surviving Corporation and access to such personnel or representatives of the Surviving Corporation and Parent, including but not limited to the individuals responsible for preparing the Closing Statement or the matters that are subject of the Claim Notice, as they may reasonably require for the purposes of investigating or resolving any disputes or responding to any matters or inquiries raised in the Closing Statement or the Claim Notice.

Stockholder Representative. Each Major Stockholder hereby ratifies The Company Stockholders by virtue of the approval of this Agreement, (i) shall be deemed to have consented to the deposit of the Escrow Amount into the Escrow Fund pursuant to the terms of the Escrow Agreement, (ii) shall be deemed to have agreed that the Escrow Fund will be subject to the indemnification provisions of Section 9, and confirms all that (iii) shall be deemed to have irrevocably constituted and appointed the Stockholder Representative shall do (together with his or cause her permitted successors) as their true and lawful agent and attorney-in-fact to be done by virtue of such Stockholder Representative's appointment as Stockholder Representative of such shareholder pursuant to enter into the Merger Agreement. The Stockholder Representative shall be entitled to act with respect to all of the matters set forth in the Merger Escrow Agreement, the Escrow Agreements and to enter into any other agreements entered into agreement in connection with the transactions contemplated by this Agreement, to exercise all or any of the Merger Agreement powers, authority and with respect to all matters contemplated by all such agreements, in the manner discretion conferred on the Stockholder Representative believes under this Agreement or any such agreement, to waive or amend any terms and conditions of this Agreement or any such agreement, to give and receive notices on their behalf and to be in the best interest of the shareholders of the Company prior their exclusive representative to the Effective Time, but the Stockholder Representative shall not be responsible for any loss or damage any shareholder may suffer by reason of the performance by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any extent of their respective directors, officers and employees interests in the Escrow Fund with respect to any matter hereinmatter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement or any such agreement, including the defense, settlement or compromise of any claim, action or proceeding for which a Parent Indemnified Person may be entitled to indemnification and the Stockholder Representative agrees to act as, and to undertake the duties and responsibilities of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and is irrevocable. The Stockholder Representative, in the Merger Agreement, the Escrow Agreements connection with its obligations under this Agreement or any other agreement entered into by the Stockholder Representative made in connection with the transactions contemplated by the Merger Agreement that is this Agreement, shall not be liable for any action taken or not taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other document believed by it to be effected genuine and duly authorized, nor for any other action or inaction in the absence of his or her own gross negligence or willful misconduct. In all questions arising under this Agreement, the Escrow Agreement or any other agreement made in connection with the transactions contemplated by this Agreement, the Stockholder Representative may rely on the advice or opinion of counsel, and for anything done, omitted or suffered in good faith by the Stockholder Representative based on such advice, the Stockholder Representative shall not be liable to any Company Stockholder in its capacity as such. The Stockholder Representative shall have no duties or responsibilities other than those expressly set forth in this Agreement or the Escrow Agreement. The Stockholder Representative, acting as such under this Agreement, is not charged with knowledge of or any duties or responsibilities under, and shall not be bound by, any other document or agreement, other than the Escrow Agreement. If the Stockholder Representative shall be unable or unwilling to serve in such capacity, his or her successor shall be named by those persons who held a majority of the shares of Company Common Stock, on an as-if converted basis, held by all Company Stockholders immediately prior to the Effective Time and such successor shall serve and exercise the powers of Stockholder Representative hereunder.

Stockholder Representative. Each Major The Company hereby appoints, effective as of the Effective Time, and by voting to approve the Merger or accepting the payment of consideration contemplated by Section 2.1.1, the holders of Company Common Stock outstanding immediately prior to the Effective Time shall AUTOMATICALLY BE DEEMED TO HAVE APPOINTED R. XXXXX XXXXXX AND XXXXXXXX XXXXXXX, AS THE REPRESENTATIVES AND ATTORNEYS-IN-FACT OF SUCH STOCKHOLDERS (collectively, the “Stockholder hereby ratifies and confirms all that the Representative”) for purposes as set forth herein. The two individuals serving as Stockholder Representative shall do or cause to be done act by virtue of such Stockholder Representative's appointment as Stockholder Representative of such shareholder pursuant to the Merger Agreementunanimous written consent. The Stockholder Representative shall be entitled has unlimited authority and power to act on behalf of each such stockholder with respect to all of the matters set forth in the Merger Agreement, this Agreement and the Escrow Agreements and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect the disposition, settlement or other handling of all Indemnification Claims, rights or obligations arising from and taken pursuant to all matters contemplated this Agreement. Such stockholders will be bound by all such agreements, in the manner the Stockholder Representative believes to be in the best interest of the shareholders of the Company prior to the Effective Time, but the Stockholder Representative shall not be responsible for any loss or damage any shareholder may suffer by reason of the performance by the Stockholder Representative of such Stockholder Representative's duties, other than loss or damage arising from willful misconduct or bad faith in the performance of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from and against any and all liability, loss, cost, damage or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of the performance of such Stockholder Representative's duties except for willful misconduct or bad faith. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of their respective directors, officers and employees with respect to any matter herein, in the Merger Agreement, the Escrow Agreements or any other agreement entered into actions taken by the Stockholder Representative in connection with this Agreement or the transactions contemplated Escrow Agreement, and Parent and the Company shall be entitled to rely on any action or decision of the Stockholder Representative. The Stockholder Representative will incur no liability with respect to any action taken or suffered by him in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and to have been signed by the Merger proper person (and shall have no responsibility to determined the authenticity thereof), nor for any other action or inaction, except his own willful misconduct or gross negligence. In all questions arising under this Agreement that is or the Escrow Agreement, the Stockholder Representative may rely on the advice of counsel, and the Stockholder Representative will not be liable to be effected such stockholders for anything done, omitted or suffered in good faith by the Stockholder RepresentativeRepresentative based on such advice. The Stockholder Representative will not be required to take any action involving any expense unless the payment of such expense is made or provided for in a manner satisfactory to him. At any time prior to the mailing of the Proxy Statement in connection with the Company Stockholders’ Meeting, the Stockholder Representative may be changed by written notice to Parent from the Company Board. At any time during the term of the Escrow Agreement, holders of a majority in interest of the Escrow Fund can appoint a new Stockholder Representative by written consent by sending notice and a copy of the written consent appointing such new Stockholder Representative signed by holders of a majority in interest of the Escrow Fund to Parent and the Escrow Agent. Such appointment will be effective upon the later of the date indicated in the consent or the date of such consent is received by Parent or the Company and the Escrow Agent.

Stockholder Representative. Each Major (a) Shareholder Representative Services LLC is hereby appointed as agent and attorney-in-fact for and on behalf of each of the Company Securityholders (the “Stockholder hereby ratifies Representative”), to give and confirms receive notices and communications, to agree to, negotiate and enter into settlements and compromises of claims, to demand, prosecute and defend claims arising out of this Agreement and the Escrow Agreement and to comply with orders of courts and determinations and awards with respect to claims, and to take all that actions necessary or appropriate in the judgment of the Stockholder Representative for the accomplishment of the foregoing. Such agency may be changed from time to time by the consent of the holders of a majority-in-interest of the Escrow Account upon not less than thirty (30) calendar days’ prior written notice to Parent. Any vacancy in the position of Stockholder Representative shall be filled by the holders of a majority-in-interest of the Escrow Account. The Stockholder Representative may resign upon thirty (30) calendar days’ prior written notice to Parent. No bond shall be required of the Stockholder Representative. Notices or communications to or from the Stockholder Representative shall do constitute notice to or cause from each Company Securityholder. Each Company Securityholder hereby agrees to receive correspondence from the Stockholder Representative, including in electronic form. (b) The Stockholder Representative shall not have any liability for any Damages to the Company Securityholders for any action taken or suffered by it or omitted hereunder as Stockholder Representative, except as caused by the Stockholder Representative’s gross negligence or willful misconduct. The Company Securityholders shall indemnify, defend and hold harmless the Stockholder Representative and its successors and assigns from and against any and all Damages arising as a result of or incurred in connection with any actions taken or omitted to be done taken by virtue of such Stockholder Representative's appointment as the Stockholder Representative of such shareholder pursuant to the Merger terms of this Agreement, except as caused by the Stockholder Representative’s gross negligence or willful misconduct. If not paid directly to the Stockholder Representative by the Company Securityholders, any such Damages may be recovered by the Stockholder Representative from the funds in the Escrow Account otherwise distributable to Company Securityholders following the Escrow Release Date pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided, however, that while this section allows the Stockholder Representative to be paid from the Escrow Account, this does not relieve the Company Securityholders from their obligation to promptly pay such Damages, nor does it prevent the Stockholder Representative from seeking any remedies available to it at law or otherwise. The Stockholder Representative shall be entitled to act with respect to all of the matters set forth in the Merger Agreement, the Escrow Agreements and any other agreements entered into in connection with the transactions contemplated by the Merger Agreement and with respect to all matters contemplated by all such agreementsmay, in all questions arising hereunder, rely on the manner the Stockholder Representative believes to be in the best interest advice of the shareholders of the Company prior to the Effective Time, but counsel and the Stockholder Representative shall not be responsible liable to the Company Securityholders for any loss anything done, omitted or damage any shareholder may suffer by reason of the performance suffered by the Stockholder Representative of based on such advice. The Stockholder Representative 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 Representative's duties. (c) A decision, other than loss act, consent or damage arising from willful misconduct or bad faith in the performance instruction of such Stockholder Representative's duties. The Major Stockholders do hereby jointly and severally agree to indemnify and hold the Stockholder Representative harmless from shall be deemed to have been taken or given on behalf of all the Company Securityholders and against shall be final, binding and conclusive upon all Company Securityholders, and the Parent may rely upon any and all liabilitysuch decision, lossact, cost, damage consent or expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result instruction of the performance Stockholder Representative as being the decision, act, consent or instruction of, and binding on, each of such Stockholder Representative's duties except for willful misconduct or bad faiththe Company Securityholders. No suit, action, proceeding or claim may be brought by any Major Stockholder against Parent, the Company, or any of Company and their respective directors, officers and employees with respect representatives are hereby relieved from any liability to any matter hereinPerson for any acts done by them in accordance with such decision, in act, consent or instruction of the Stockholder Representative. (d) At the Closing, Parent shall deliver to the Stockholder Representative Two Hundred Fifty Thousand Dollars ($250,000) of the Merger Agreement, Consideration (the Escrow Agreements or any other agreement entered into “Stockholder Representative Account Fund”) which shall be held by the Stockholder Representative in a segregated client bank account for the benefit of the Company Securityholders (the “Stockholder Representative Account”). The Company Securityholders shall earn no interest on the Stockholder Representative Account Fund. The Company Securityholders acknowledge that the Stockholder Representative is not providing any investment supervision, recommendations, or advice. The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Stockholder Representative Account Fund other than as a result of its gross negligence or willful misconduct. Subject to Section 7.6(f) the Stockholder Representative Account Fund shall remain in the Stockholder Representative Account up to the later of the Earnout Determination Date or the date that all disputes, if any, between the Stockholder Representative and Parent pursuant to this Agreement have been resolved (such later date, the “Stockholder Representative Account Release Date”). (e) At the Closing, Parent shall deliver to the Stockholder Representative One Million Dollars ($1,000,000) of the Merger Consideration (the “Retention Amount”) which shall be held by the Stockholder Representative in a segregated client bank account for the benefit of the Company Securityholders (the “Retention Account”). The Company Securityholders shall earn no interest on the Retention Amount. The Company Securityholders acknowledge that the Stockholder Representative may select a bank with which it has an existing relationship and is not providing any investment supervision, recommendations or advice. The Stockholder Representative shall have no responsibility or liability for any loss of principal of the Retention Amount other than as a result of its gross negligence or willful misconduct. Payment of the Retention Amount shall be made in accordance with the terms of that certain agreement by and among the Stockholder Representative and the parties set forth on the signature page thereto, dated on or around the date hereof, and all such portions of the Retention Amount payable to the Company Securityholders thereunder shall be made on a pro rata basis, as determined by the respective portions of the Merger Consideration withheld from each Company Securityholder in establishing the Retention Account. None of Gilat, Parent or Merger Sub is a party to such agreement or has any rights or obligations thereunder. (f) Notwithstanding any other provision of this Agreement or otherwise, the Stockholder Representative is authorized to draw upon the Stockholder Representative Account to pay expenses as it deems, in good faith, to be necessary or appropriate in connection with the transactions defense of indemnity claims, or the enforcement of rights under this Agreement, on behalf of the Company Securityholders, and such other costs and expenses incurred in connection with the consummation of any transaction contemplated by this Agreement. Payment of the Stockholder Representative Account Fund on the Stockholder Representative Account Release Date shall be made to the Company Securityholders on a pro rata basis, as determined by the portion of the Merger Agreement that is to be effected by Consideration withheld from each Company Securityholder in establishing the Stockholder RepresentativeRepresentative Account Fund.