Common use of Stockholder Representative Clause in Contracts

Stockholder Representative. (a) By the execution and delivery of this Agreement, the Company and each Company Stockholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxx, in his capacity as the Stockholder Representative, as the true and lawful agent and attorney-in-fact of the Company with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Stockholder Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Stockholder Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party or Indemnifying Party any indemnification claims by or against any of them under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Stockholder Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Stockholder Representative and to rely on their advice and counsel; (vi) incurring and paying expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Shares; and (ix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Stockholder Representative, including any agreement between the Stockholder Representative and the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE VI shall be binding upon the Company, each Company Stockholder and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Stockholder Representative hereby accepts its appointment and authorization as the Stockholder Representative under this Agreement (b) Any other Person, including the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions of the Stockholder Representative as the acts of Company and the Company Stockholders hereunder or any Ancillary Document to which the Stockholder Representative is a party. The Purchaser, the Company and each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to (i) the settlement of any claims for indemnification by an Indemnified Party pursuant to ARTICLE VI (ii) any payment instructions provided by the Stockholder Representative or (iii) any other actions required or permitted to be taken by the Stockholder Representative hereunder, and neither the Company, any Company Stockholder nor any Indemnifying Party shall have any cause of action against the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Stockholder Representative. The Purchaser, the Company and the other Indemnified Parties shall not have any liability to the Company or any Company Stockholder or Indemnifying Party for any allocation or distribution among the Company Stockholders by the Stockholder Representative of payments made to or at the direction of the Stockholder Representative. All notices or other communications required to be made or delivered to the Company or a Company Stockholder under this Agreement or any Ancillary Document to which the Stockholder Representative is a party shall be made to the Stockholder Representative for the benefit of such Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Stockholder shall be made by the Stockholder Representative (except for a notice under Section 9.15(d) of the replacement of the Stockholder Representative). (c) The Stockholder Representative will act for the Company and the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company and the Company Stockholders, but the Stockholder Representative will not be responsible to the Company or the Company Stockholders for any Losses that Company or the Company Stockholders or Indemnifying Party may suffer by reason of the performance by the Stockholder Representative of the Stockholder Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Stockholder Representative in the performance of its duties under this Agreement. The Company agrees to indemnify, defend and hold the Stockholder Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of the Stockholder Representative. The Stockholder Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but will be entitled to the payment from the Company of all its expenses incurred as the Stockholder Representative. (d) If the Stockholder Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Stockholder Representative (by vote or written consent of the Company Stockholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Stockholder Representative” for purposes of this Agreement.

Stockholder Representative. (a) By the execution and delivery of this Agreement, the Company and each Company Stockholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx XxxxxSxxxx Xxxxxxx, in his capacity as the Stockholder Representative, as the true and lawful agent and attorney-in-fact of the Company with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Stockholder Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Stockholder Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party or Indemnifying Party any indemnification claims by or against any of them under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Stockholder Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Stockholder Representative and to rely on their advice and counsel; (vi) incurring and paying expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Shares; and (ixviii) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Stockholder Representative, including any agreement between the Stockholder Representative and the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE VI shall be binding upon the Company, each Company Stockholder and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Stockholder Representative hereby accepts its appointment and authorization as the Stockholder Representative under this Agreement (b) Any other Person, including the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions of the Stockholder Representative as the acts of Company and the Company Stockholders hereunder or any Ancillary Document to which the Stockholder Representative is a party. The Purchaser, the Company and each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to (i) the settlement of any claims for indemnification by an Indemnified Party pursuant to ARTICLE VI (ii) any payment instructions provided by the Stockholder Representative or (iii) any other actions required or permitted to be taken by the Stockholder Representative hereunder, and neither the Company, any Company Stockholder nor any Indemnifying Party shall have any cause of action against the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Stockholder Representative. The Purchaser, the Company and the other Indemnified Parties shall not have any liability to the Company or any Company Stockholder or Indemnifying Party for any allocation or distribution among the Company Stockholders by the Stockholder Representative of payments made to or at the direction of the Stockholder Representative. All notices or other communications required to be made or delivered to the Company or a Company Stockholder under this Agreement or any Ancillary Document to which the Stockholder Representative is a party shall be made to the Stockholder Representative for the benefit of such Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Stockholder shall be made by the Stockholder Representative (except for a notice under Section 9.15(d) of the replacement of the Stockholder Representative). (c) The Stockholder Representative will act for the Company and the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company and the Company Stockholders, but the Stockholder Representative will not be responsible to the Company or the Company Stockholders for any Losses that Company or the Company Stockholders or Indemnifying Party may suffer by reason of the performance by the Stockholder Representative of the Stockholder Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Stockholder Representative in the performance of its duties under this Agreement. The Company agrees to indemnify, defend and hold the Stockholder Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of the Stockholder Representative. The Stockholder Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but will be entitled to the payment from the Company of all its expenses incurred as the Stockholder Representative. (d) If the Stockholder Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Stockholder Representative (by vote or written consent of the Company Stockholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Stockholder Representative” for purposes of this Agreement.

Stockholder Representative. (a) By the execution and delivery of this Agreement, the Company and each Company Stockholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Dxxxx Xxxxx, in his capacity as the Stockholder Representative, as the true and lawful agent and attorney-in-fact of the Company with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Stockholder Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Stockholder Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party or Indemnifying Party any indemnification claims by or against any of them under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Stockholder Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Stockholder Representative and to rely on their advice and counsel; (vi) incurring and paying expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Shares; and (ix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Stockholder Representative, including any agreement between the Stockholder Representative and the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE VI shall be binding upon the Company, each Company Stockholder and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Stockholder Representative hereby accepts its appointment and authorization as the Stockholder Representative under this Agreement (b) Any other Person, including the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions of the Stockholder Representative as the acts of Company and the Company Stockholders hereunder or any Ancillary Document to which the Stockholder Representative is a party. The Purchaser, the Company and each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to (i) the settlement of any claims for indemnification by an Indemnified Party pursuant to ARTICLE VI (ii) any payment instructions provided by the Stockholder Representative or (iii) any other actions required or permitted to be taken by the Stockholder Representative hereunder, and neither the Company, any Company Stockholder nor any Indemnifying Party shall have any cause of action against the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Stockholder Representative. The Purchaser, the Company and the other Indemnified Parties shall not have any liability to the Company or any Company Stockholder or Indemnifying Party for any allocation or distribution among the Company Stockholders by the Stockholder Representative of payments made to or at the direction of the Stockholder Representative. All notices or other communications required to be made or delivered to the Company or a Company Stockholder under this Agreement or any Ancillary Document to which the Stockholder Representative is a party shall be made to the Stockholder Representative for the benefit of such Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Stockholder shall be made by the Stockholder Representative (except for a notice under Section 9.15(d) of the replacement of the Stockholder Representative). (c) The Stockholder Representative will act for the Company and the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company and the Company Stockholders, but the Stockholder Representative will not be responsible to the Company or the Company Stockholders for any Losses that Company or the Company Stockholders or Indemnifying Party may suffer by reason of the performance by the Stockholder Representative of the Stockholder Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Stockholder Representative in the performance of its duties under this Agreement. The Company agrees to indemnify, defend and hold the Stockholder Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of the Stockholder Representative. The Stockholder Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but will be entitled to the payment from the Company of all its expenses incurred as the Stockholder Representative. (d) If the Stockholder Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Stockholder Representative (by vote or written consent of the Company Stockholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Stockholder Representative” for purposes of this Agreement.

Stockholder Representative. (a) 11.14.1. By virtue of the execution approval of the Asset Sale and delivery this Agreement by the requisite vote of this Agreementthe stockholders, the stockholders of the Company and each Company Stockholder on behalf of itself and its successors and assignsshall be deemed to have agreed to appoint Inthinc Investors, hereby irrevocably constitutes and appoints Xxxxx XxxxxL.P., in his capacity as the Stockholder Representativea Delaware limited partnership, as the true and lawful their agent and attorney-in-fact fact, as the “Stockholder Representative”, with full power of substitution, for and on behalf of the stockholders of the Company to give and receive notices and communications, to authorize payment of expenses relating to the transactions contemplated by this Agreement, the representation of the stockholders of the Company in post-Closing adjustment and indemnification proceedings hereunder and thereunder, to authorize payment to any Purchaser Indemnified Party in connection with full powers the Escrow Agreement in satisfaction of substitution claims by any Purchaser Indemnified Party, to act in the nameobject to such payments, place to agree to, negotiate, enter into settlements and stead compromises of, and comply with orders of thereof courts with respect to the performance on behalf of such Person under the terms claims, to assert, negotiate, enter into settlements and provisions of this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, as the same may be from time to time amendedcompromises of, and comply with orders of courts with respect to, any other claim by any Purchaser Indemnified Party against any stockholder or by any such stockholder against any Purchaser Indemnified Party or any dispute between any Purchaser Indemnified Party and any such stockholder, in each case relating to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Stockholder Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Stockholder Representative is a party, including: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party or Indemnifying Party any indemnification claims by or against any of them under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such action, if material to the rights and obligations of the Company Stockholders in the reasonable judgment of the Stockholder Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Stockholder Representative and to rely on their advice and counsel; (vi) incurring and paying expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and execute such further agreements or instruments of assignment as the Purchaser Parties shall reasonably request or which such Stockholder Representative shall consider necessary or proper to effectuate the transactions contemplated by this Agreement, to have the right to waive, modify or amend any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under terms of this Agreement Agreement, and to distribute take all other actions that are either (i) necessary or appropriate in the same to the Company Stockholders in accordance with their Pro Rata Shares; and (ix) otherwise enforcing the rights and obligations judgment of any such Persons under this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, including giving and receiving all notices and communications hereunder for the accomplishment of the foregoing or thereunder on behalf (ii) specifically mandated by the terms of such Personthis Agreement. All decisions and actions by No bond shall be required of the Stockholder Representative, including any agreement between and the Stockholder Representative and the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE VI shall be binding upon the Company, each Company Stockholder and their respective successors and assigns, and they shall not have the right receive any compensation for its services. Notices or communications to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Stockholder Representative hereby accepts its appointment and authorization as from the Stockholder Representative under this Agreement (b) Any other Person, including shall constitute notice to or from the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon any actions stockholders of the Stockholder Representative as the acts of Company and the Company Stockholders hereunder or any Ancillary Document to which the Stockholder Representative is a partyCompany. 11.14.2. The Purchaser, the Company and each Indemnified Party and Indemnifying Party Purchaser Parties shall be entitled to rely conclusively on exclusively upon any communications or writings given or executed by, in respect of matters relating to the instructions and decisions stockholders of the Company, the Stockholder Representative as to (i) and in each case shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the settlement of any claims for indemnification by an Indemnified Party pursuant to ARTICLE VI (ii) any payment instructions provided actions taken or not taken or communications or writings given or executed by the Stockholder Representative or (iii) in accordance with the foregoing. 11.14.3. Each stockholder of the Company shall be deemed to have approved, confirmed and ratified any other actions required or permitted to be action taken by the Stockholder Representative hereunder, and neither in the Company, any Company Stockholder nor any Indemnifying Party shall have any cause of action against the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions exercise of the Stockholder Representative. The Purchaser, the Company and the other Indemnified Parties shall not have any liability to the Company or any Company Stockholder or Indemnifying Party for any allocation or distribution among the Company Stockholders by the Stockholder Representative of payments made to or at the direction of the Stockholder Representative. All notices or other communications required to be made or delivered to the Company or a Company Stockholder under this Agreement or any Ancillary Document to which the Stockholder Representative is a party shall be made power-of-attorney granted to the Stockholder Representative pursuant to this Section 14.14, which power-of-attorney, being coupled with an interest, is irrevocable and shall survive the death, incapacity or incompetence of each such stockholder. 11.14.4. The Stockholder Representative shall not be liable for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the benefit exercise of such Company Stockholder, and any notices so made shall discharge in full all notice requirements reasonable judgment. The stockholders of the other parties hereto or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Stockholder shall be made by indemnify the Stockholder Representative (except for a notice under Section 9.15(d) of and hold the replacement Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholder Representative). (c) The Stockholder Representative will act for and arising out of or in connection with the Company and the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company and the Company Stockholders, but the Stockholder Representative will not be responsible to the Company acceptance or the Company Stockholders for any Losses that Company or the Company Stockholders or Indemnifying Party may suffer by reason of the performance by the Stockholder Representative administration of the Stockholder Representative’s duties under this Agreementhereunder, other than Losses arising from including the bad faithreasonable fees and expenses of any legal counsel, gross negligence or willful misconduct by the Stockholder Representative in the performance of its duties under this Agreement. The Company agrees to indemnify, defend and hold the Stockholder Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of the Stockholder Representative. The Stockholder Representative will not be entitled to any fee, commission accountant or other compensation for the performance of its services hereunder, but will be entitled to the payment from the Company of all its expenses incurred as professional adviser retained by the Stockholder Representative. (d) If the Stockholder Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Stockholder Representative (by vote or written consent of the Company Stockholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Stockholder Representative” for purposes of this Agreement.

Stockholder Representative. (a) By With respect to the Indemnifying Stockholders, by virtue of their execution and delivery of this AgreementAgreement and with respect to the other Stockholders, by virtue of the Company approval of the Merger and this Agreement by the requisite vote of the Stockholders, each Company Stockholder on behalf of itself and the Stockholders shall be deemed to have agreed to appoint LLR Partners Inc. as its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxx, in his capacity as the Stockholder Representative, as the true and lawful agent and attorney-in-fact of the Company with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Stockholder Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if anyfact, as the Stockholder Representative will for and on behalf of the Stockholders, in each case relating to this Agreement or the transactions contemplated hereby: (i) to give and receive notices and communications, (ii) to receive funds and give receipts therefor, (iii) to receive service of process with respect to any claim under this Agreement, (iv) to agree to, negotiate, execute and deliver agreements, documents and instruments, (v) to authorize payments of amounts from the Escrow Fund and the Hold-Back Amount pursuant to the terms of this Agreement, (vi) to object to such payments, (vii) to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, (viii) to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Stockholder or by any such Stockholder against any Indemnified Party or any dispute between any Indemnified Party and any such Stockholder, and (ix) to take or refrain from taking all other action, and execute and deliver all additional agreements, documents, certificates and instruments, as the Stockholder Representative may deem necessary or appropriate in connection with any of the transactions contemplated under by this Agreement or any of Agreement. Such agency may be changed by the Ancillary Documents Stockholders from time to which time upon not less than ten calendar days prior written notice to Acquiror; provided that the Stockholder Representative is a party, including: (i) bringing, managing, controlling, defending may not be removed unless two-thirds interest of the Stockholders agree to such removal and settling on behalf to the identity of an Indemnified Party or Indemnifying Party any indemnification claims by or against any the substituted agent. A vacancy in the position of them under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such action, if material to may be filled by the rights and obligations affirmative vote of two-thirds interest of the Company Stockholders in the reasonable judgment Stockholders. No bond shall be required of the Stockholder Representative, will be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which and the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as shall not receive any compensation for his services. Notices or communications to or from the Stockholder Representative, Representative shall constitute notice to or from the Stockholders. (b) The Stockholder Representative shall not be liable to the Stockholders for any act done or omitted hereunder as Stockholder Representative while acting in its sole discretion, deems necessary or advisable good faith and in the performance absence of its duties as gross negligence or willful misconduct. The Stockholders shall indemnify the Stockholder Representative and to rely hold the Stockholder Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on their advice the part of the Stockholder Representative and counsel; (vi) incurring and paying expensesarising out of or in connection with the acceptance or administration of the Stockholder Representative’s duties hereunder, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Shares; and (ix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which legal counsel retained by the Stockholder Representative is a partyRepresentative. A decision, including giving and receiving all notices and communications hereunder act, consent or thereunder on behalf instruction of such Person. All decisions and actions by the Stockholder Representative, including any agreement between the Stockholder Representative and the Purchaser to an amendment, extension or any Indemnified Party relating to the defense or settlement waiver of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party this Agreement pursuant to ARTICLE VI Section 12.1, shall constitute a decision of the Stockholders and shall be final, binding and conclusive upon the Company, each Company Stockholder Stockholders; and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interest. The Stockholder Representative hereby accepts its appointment and authorization as the Stockholder Representative under this Agreement (b) Any other Person, including the Purchaser, the Company and the Indemnified Parties and the Indemnifying Parties Acquiror may conclusively and absolutely absolutely, rely, without any inquiry, upon any actions such decision, act, consent or instruction of the Stockholder Representative as being the acts of Company and the Company Stockholders hereunder decision, act, consent or any Ancillary Document to which the Stockholder Representative is a party. The Purchaser, the Company and each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions instruction of the Stockholder Representative as Stockholders. Acquiror is hereby relieved from any liability to (i) the settlement of any claims for indemnification by an Indemnified Party pursuant to ARTICLE VI (ii) Person, including any payment instructions provided by the Stockholder Representative or (iii) any other actions required or permitted to be taken by the Stockholder Representative hereunderStockholder, and neither the Company, any Company Stockholder nor any Indemnifying Party shall have any cause of action against the Purchaser, the Company or any other Indemnified Party for any action taken acts done by any of them it in accordance with or reliance upon the instructions on such decision, act, consent or decisions instruction of the Stockholder Representative. The PurchaserNothing contained in this Section 12.10 shall modify, alter, amend or otherwise release the Company and the other Indemnified Parties shall not have any liability Indemnifying Stockholders from their indemnification obligations to the Company or any Company Stockholder or Indemnifying Party for any allocation or distribution among the Company Stockholders by the Stockholder Representative of payments made to or at the direction of the Stockholder Representative. Acquiror under this Agreement. (c) All notices or other communications required to be made or delivered by Acquiror to the Company or a Company Stockholder under this Agreement or any Ancillary Document to which the Stockholder Representative is a party Stockholders shall be made to the Stockholder Representative for the benefit of such Company Stockholder, the Stockholders and any notices so made shall discharge in full all notice requirements of Acquiror to the other parties hereto or thereto to such Company Stockholder Stockholders with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Stockholder shall be made by the Stockholder Representative (except for a notice under Section 9.15(d) of the replacement of the Stockholder Representative). (c) The Stockholder Representative will act for the Company and the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company and the Company Stockholders, but the Stockholder Representative will not be responsible to the Company or the Company Stockholders for any Losses that Company or the Company Stockholders or Indemnifying Party may suffer by reason of the performance by the Stockholder Representative of the Stockholder Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Stockholder Representative in the performance of its duties under this Agreement. The Company agrees to indemnify, defend and hold the Stockholder Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of the Stockholder Representative. The Stockholder Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but will be entitled to the payment from the Company of all its expenses incurred as the Stockholder Representative. (d) If the Stockholder Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Stockholder Representative (by vote or written consent of the Company Stockholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Stockholder Representative” for purposes of this Agreement.

Stockholder Representative. (a) By The holders of the execution and delivery outstanding shares of the capital stock of the Company, by virtue of the approval of this AgreementAgreement and the Merger, will be deemed to have irrevocably constituted and appointed, effective as of the Effective Time, a committee consisting of Davix Xxxxxxx xxx, subject to their acceptance as such, Petex Xxxxxx xxx Geraxx Xxxxx, (xogether with their permitted respective successors, collectively, the Company and each Company Stockholder on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Xxxxx Xxxxx, in his capacity as the Stockholder Representative"STOCKHOLDER REPRESENTATIVE"), as the their true and lawful agent and attorney-in-fact of fact, and the Company with full powers of substitution to act in the nameStockholder Representative, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions by his execution of this Agreement and the Ancillary Documents shall be deemed to which the Stockholder Representative is a partyhave accepted such appointment, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Stockholder Representative will deem necessary or appropriate enter into any agreement in connection with any of the transactions contemplated under by this Agreement, the Escrow Agreement, or the Lock-up Agreement (as defined below) to exercise all or any of the Ancillary Documents to which the Stockholder Representative is a partypowers, including: (i) bringing, managing, controlling, defending authority and settling discretion conferred on behalf of an Indemnified Party or Indemnifying Party any indemnification claims by or against any of them him under ARTICLE VI, including controlling, defending, managing, settling and participating in any Third Party Claim in accordance with Section 6.5; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Stockholder Representative is a party (provided, that any such actionagreement, if material to waive any terms and conditions of any such agreement (other than the rights Merger Consideration), to give and obligations of the Company Stockholders in the reasonable judgment of the Stockholder Representativereceive notices on their behalf, will and to be taken in the same manner with respect to all Company Stockholders unless otherwise agreed by each Company Stockholder who is subject to any disparate treatment of a potentially adverse nature); (iv) signing on behalf of such Person any releases or other documents their exclusive representative with respect to any dispute matter, suit, claim, action or remedy proceeding arising under this Agreement with respect to any transaction contemplated by any such agreement, including, without limitation, the assertion, prosecution, defense, settlement or compromise of and claim, action or proceeding for which any Ancillary Documents Company Stockholder, Parent or the Merger Sub may be entitled to which indemnification and the Stockholder Representative is a party; (v) employing and obtaining the advice of legal counselagrees to act as, accountants and other professional advisors as the Stockholder Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as the Stockholder Representative and to rely on their advice undertake the duties and counsel; (vi) incurring responsibilities of, such agent and paying expenses, including fees attorney-in-fact. This power of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vii) receiving all or any portion of the consideration provided to the Company Stockholders under this Agreement and to distribute the same to the Company Stockholders in accordance with their Pro Rata Shares; and (ix) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Stockholder Representative attorney is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Stockholder Representative, including any agreement between the Stockholder Representative and the Purchaser or any Indemnified Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to ARTICLE VI shall be binding upon the Company, each Company Stockholder and their respective successors and assigns, and they shall not have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.15 are irrevocable and coupled with an interestinterest and is irrevocable. The Stockholder Representative hereby accepts its appointment and authorization shall not be liable for any action taken or not taken by him or her in his or her capacity as Stockholder Representative either (i) with the consent of stockholders who, as of the date of this Agreement, own a majority in number of the outstanding shares of Company Stock (considered on an as converted basis), or (ii) in the absence of his own willful misconduct. If the Stockholder Representative under this Agreement (b) Any other Personshall be unable or unwilling to serve in such capacity, including his successor shall be named by those persons holding a majority of the Purchaser, shares of Company Stock outstanding immediately prior to the Company Effective Time who shall serve and exercise the Indemnified Parties and the Indemnifying Parties may conclusively and absolutely rely, without inquiry, upon powers of Stockholder Representative hereunder. Solely with respect to any actions of the Stockholder Representative as the acts of Company and the Company Stockholders hereunder or any Ancillary Document to which the Stockholder Representative is a party. The Purchaser, the Company and each Indemnified Party and Indemnifying Party shall be entitled to rely conclusively on the instructions and decisions of the Stockholder Representative as to (i) the settlement of any claims for indemnification by an Indemnified Party pursuant to ARTICLE VI (ii) any payment instructions provided by the Stockholder Representative or (iii) any other actions required or permitted to be taken by the Stockholder Representative hereunderin his capacity as such, and neither the Company, any Company Stockholder nor any Indemnifying Party shall have any cause of action against the Purchaser, the Company or any other Indemnified Party for any action taken by any of them in reliance upon the instructions or decisions of the Stockholder Representative. The Purchaser, the Company and the other Indemnified Parties shall not have any liability to the Company or any Company Stockholder or Indemnifying Party for any allocation or distribution among the Company Stockholders by the Stockholder Representative of payments made shall have no liability to or at the direction of the Stockholder Representative. All notices or other communications required to be made or delivered to the Company or a Company Stockholder under this Agreement Parent or any Ancillary Document to which the Stockholder Representative is a party shall be made to the Stockholder Representative for the benefit of such Company Stockholder, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Stockholder with respect thereto. All notices or other communications required to be made or delivered by the Company or a Company Stockholder shall be made by the Stockholder Representative (its affiliates except for a notice under Section 9.15(d) of the replacement of the Stockholder Representative). (c) The Stockholder Representative will act for the Company and the Company Stockholders on all of the matters set forth in this Agreement in the manner the Stockholder Representative believes to be in the best interest of the Company and the Company Stockholders, but the Stockholder Representative will not be responsible to the Company or the Company Stockholders for any Losses that Company or the Company Stockholders or Indemnifying Party may suffer claims based upon fraud by reason of the performance by the Stockholder Representative of the Stockholder Representative’s duties under this Agreement, other than Losses arising from the bad faith, gross negligence or willful misconduct by the Stockholder Representative in the performance of its duties under this Agreement. The Company agrees to indemnify, defend and hold the Stockholder Representative harmless from and against any and all Losses reasonably incurred or suffered as a result of the performance of the Stockholder Representative’s duties under this Agreement, except for any such liability arising out of the bad faith, gross negligence or willful misconduct of the Stockholder Representative. The Stockholder Representative will not be entitled to any fee, commission or other compensation for the performance of its services hereunder, but will be entitled to the payment from the Company of all its expenses incurred as the Stockholder Representative. (d) If the Stockholder Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Company Stockholders, then the Company Stockholders shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Stockholder Representative (by vote or written consent of the Company Stockholders holding in the aggregate Pro Rata Shares in excess of fifty percent (50%)), and promptly thereafter (but in any event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Stockholder Representative” for purposes of this Agreement.