Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. Each of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.

Sellers’ Representative. Each Concurrent with the execution and delivery of the Sellers hereby irrevocably makesthis Agreement, constituteseach Selling Shareholder shall be deemed to appoint IDG Technology Venture Investments, LP as their agent, representative and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy“Sellers’ Representative”) and (ii) execute and deliver all instruments and documents of every kind incident IDG Technology Venture Investments, LP agrees to the foregoing with the same effect act as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon Sellers’ Representative shall, on behalf of the deathSelling Shareholder (i) give and receive notices and communications, resignation (ii) receive and accept cash from the Initial Cash Consideration, (iii) receive and accept the Initial Share Consideration and the Remaining Share Consideration, (iv) review, negotiate, agree to and settle claims and disputes relating to the adjustment to the Aggregate Consideration and indemnified amounts, (v) object to such deliveries, agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of Governmental Authorities and awards of arbitrators with respect to such claims, (vi) take all actions necessary or incapacity appropriate in the judgment of Sellers’ Representative for the accomplishment of the foregoing and (vii) perform other functions specified in this Agreement. Any notices delivered to Sellers’ Representative pursuant to this Agreement shall be deemed delivered to the Selling Shareholders. A decision, act, consent, or instruction of the Sellers’ Representative shall constitute a decision of the Selling Shareholder and shall be final, binding and conclusive upon each Selling Shareholder. Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of the Selling Shareholder, and Buyer is hereby relieved from any liability to any Person for any acts done in accordance with such decision, act, consent or instruction of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.

Sellers’ Representative. (a) Each of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx E.ON AG its representative, agent and true and lawful attorney in fact of and for each of the Sellers in connection with the Transaction Documents and the Transaction (in his capacity as the chief executive officer "Sellers' Representative"). Each of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and Sellers hereby authorizes and empowers the Sellers’ ' Representative to make or give any approval, waiver, request, consent, instruction or other communication on behalf of each of the Sellers as each such Seller could do for himself, herself or itself, including with respect to the amendment of any provision of any Transaction Document (or any schedule thereto). Each of the Sellers authorizes and empowers the Sellers' Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, notices or other communications directed to such Seller under this Agreement any Transaction Document. Each of the Sellers authorizes and empowers the Sellers' Representative to (A) take any action (or to determine to refrain from taking any action) with respect thereto as he the Sellers' Representative may deem appropriate as effectively as if such Seller could act for himself/herself itself (including, without limitation, the settlement or compromise of any dispute or controversy) ), which action will be binding on all the Sellers and (iiB) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers any Seller hereunder shall be deemed effective if given to the Sellers’ ' Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.

Sellers’ Representative. (a) Each of the Sellers (other than Senior Lending Associates I, L.P., Senior Lending Associates II, L.P., Mezzanine Lending Associates I, L.P., Mezzanine Lending Associates II, L.P., Mezzanine Lending Associates III, L.P., BCC Industrial Services, Inc., Fenway Partners Capital Fund, L.P., FPIP, LLC and FPIP Trust, LLC (collectively, the "Institutional Sellers")) hereby irrevocably makesappoints Squire, constitutes, Xxxxxxx and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP andagent, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative proxy and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and (the "Individual Sellers' Representative") for such Seller and in such Seller’s name, Sellers to (i) receive all demands, notices, or other communications directed notices which may be sent to any such Seller pursuant to the Agreement. All notices to be sent to such Seller under Sellers pursuant to this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident be addressed to the foregoing with the same effect as if such Seller had executed Individual Sellers' Representative and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder notice so sent shall be deemed effective if given notice to all such Sellers hereunder. Such Sellers hereby consent and agree that the Individual Sellers' Representative is authorized to accept notice on behalf of such Sellers pursuant hereto. This power of attorney and all authority hereby conferred is granted subject to the Sellers’ Representative. Upon the death, resignation or incapacity interest of such Sellers hereunder and in consideration of the Sellers’ Representativemutual covenants and agreements made herein, a successor and shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative irrevocable and shall not be effective until a successor Sellers’ Representative has been appointedterminated by any act of any such Seller, and has accepted by operation of law, whether by such appointment in accordance with the provisions of this Section 12.1Seller's death or any other event. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 Buyer shall be final and binding entitled to rely upon all of any communication or writings given or executed by the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerIndividual Sellers' Representative.

Sellers’ Representative. Each (a) By execution and approval of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such by Sellers, each Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to have consented to the Sellers’ Representative. Upon the death, resignation or incapacity appointment of the Sellers’ Representative, a successor shall be appointed by with full power and authority, including power of substitution, to act on behalf of Sellers to the remaining Sellers within extent and in the 30-day period immediately following manner set forth in this Agreement, including (i) to consummate the date Transactions, (ii) to disburse any funds received hereunder to each Seller, (iii) to execute and deliver any certificates representing the Equity Interests and execution of such deathfurther instruments as Purchaser shall reasonably request, resignation (iv) to execute and deliver on behalf of each Seller any amendment or incapacitywaiver hereto, (v) to take all other actions to be taken by or on behalf of each Seller in connection herewith, (vi) to negotiate, settle, compromise and otherwise handle any claims for indemnification or any other claims pursuant this Agreement and (vii) to do each and every act and exercise any and all rights which each Seller is, or Sellers collectively are, permitted or required to do or exercise under this Agreement. The resignation of any All decisions, actions, consents and instructions by Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of Sellers, and no Seller shall have the Sellers right to object to, dissent from, protest or otherwise contest the same. Purchaser and written notice of such selection and appointment its Affiliates (including, following the Closing, the Acquired Company Entities) shall be promptly provided entitled to Buyerrely on any decision, action, consent or instruction of Sellers’ Representative as being the decision, action, consent or instruction of Sellers, and Purchaser and its Affiliates (including, following the Closing, the Acquired Company Entities) are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction.

Sellers’ Representative. Each (a) Sellers have irrevocably appointed Grexxxx X. Xxxxxxx xx act as the sole and exclusive representative (the "Sellers' Representative") to make all decisions and determinations on behalf of the Sellers hereby irrevocably makesunder this Agreement that the Sellers' Representative may deem necessary or appropriate. Without limiting the generality of the immediately preceding sentence, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAPSellers' Representative may, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on sole good faith discretion, object to, settle or compromise any Notice of Damages made by Buyer under this Agreement or any dispute with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentfinal Cash Amount, the Adjustment Amount, the Purchase Price Adjustment or the Accounts Receivable Deficiency, and for such Seller and in such Seller’s name, authorize payments to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) be made with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, thereto. All action taken by the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers Sellers' Representative hereunder shall be deemed effective binding upon the Sellers and their successors as if given expressly confirmed and ratified in writing by each of them, and no Seller shall have the right to object, dissent, protest or otherwise contest the Sellers’ Representativesame. Upon the deathAll actions, resignation or incapacity decisions and instructions of the Sellers’ Representative, a successor ' Representative shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final conclusive and binding upon all of the Sellers and written notice no Seller shall have any cause of action against the Sellers' Representative for any action taken, decision made or instruction given by such selection and appointment shall be promptly provided Sellers' Representative under or with respect to Buyerthis Agreement or the Stock Purchase Agreement, except for gross negligence or willful misconduct by such Sellers' Representative.

Sellers’ Representative. (a) Each Seller irrevocably appoints Highstar Capital Fund II, L.P. (the “Sellers Representative”) with power of the Sellers hereby irrevocably makes, constitutes, designation and appoints Xxxxxxx X. Xxxx (in his capacity assignment as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s its true and lawful attorney-in-fact and agentagent with full power of substitution, to act solely and exclusively on behalf of, and for in the name of, such Seller, with the full power, without the consent of such Seller, as applicable, to exercise as the Sellers Representative in its sole discretion deems appropriate, the powers which such Seller and in such Seller’s namecould exercise under the Letter of Credit, the provisions of this Article IX (including consenting to (i) receive all demands, notices, or other communications directed to such Seller the settlement of any indemnification claim under this Agreement Article IX) or Section 2.1 and Section 2.5 and to take all actions necessary or appropriate in the judgment of the Sellers Representative in connection with this Agreement. In any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Third Party Defense in which more than one Seller could act for himself/herself (including, without limitationis an Indemnitor, the settlement or compromise Sellers Representative shall act on behalf of all such Sellers. The Buyer and any dispute or controversy) Buyer Indemnitee shall be entitled to rely exclusively upon any notices and (ii) execute and deliver all instruments and documents other acts of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given Representative relating to the Sellers’ rights and obligations under the Letter of Credit, this Article IX or Section 2.1 and Section 2.5 as being legally binding acts of each Seller individually and the Sellers collectively and the Buyer and any Buyer Indemnitee shall deliver any notice required or permitted under the Letter of Credit, this Article IX or Section 2.1 or Section 2.5 to be delivered to the Sellers to the Seller Representative. Upon The appointment and power of attorney granted by each Seller to the death, resignation or incapacity of the Sellers’ Representative, a successor Sellers Representative shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, deemed coupled with an interest and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 all authority conferred hereby shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyerirrevocable.

Sellers’ Representative. Each of Seller irrevocably appoints John Fleischmann (the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity"Sellers' Representative") as the Sellers’ Representative his, her or xxx xxxxx, xxxxx and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentfor all purposes under this Agreement, and each Seller authorizes the Sellers' Representative to do any and all of the following for such the Seller and in such the Seller’s name, to 's name and stead: (i) receive all demandsto execute, noticesacknowledge, as appropriate, and deliver to Buyer any certificate, document or other communications directed agreement referred to such Seller under herein or contemplated hereby, including this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitationAgreement, the settlement or compromise of any dispute or controversy) Shares, and the Seller's Closing Documents; (ii) execute to accept, receipt for and deposit any funds or other amounts owing to the Seller hereunder; (iii) to represent, negotiate on behalf of and bind the Seller in connection with the determination of the Adjustment Amount, any negotiations or agreements with Buyer with respect to the Adjustment Amount, and any presentation to or discussions with the Accountants with respect thereto; (iv) to execute, acknowledge, as appropriate, and deliver such modifications and amendments to this Agreement or Sellers' Closing Documents as the Sellers' Representative shall deem advisable in his discretion; and (v) to do any and all instruments other acts and documents of every kind incident to the foregoing things in connection with the same effect this Agreement as if such Seller had executed and delivered such instruments and documents personallySellers' Representative shall deem advisable in his discretion. Accordingly, any demands, notices or other communications directed to the Sellers hereunder The agency created hereby shall be deemed effective if given irrevocable and coupled with an interest; Buyer shall be entitled to rely upon the Sellers’ Representative. Upon powers granted herein with respect to any matter relating to this Agreement; and any question which may arise concerning the death, resignation power or incapacity authority of the Sellers’ Representative, a successor ' Representative to act for each Seller shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, interpreted and has accepted such appointment construed in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all favor of the Sellers and written notice authority of such selection and appointment shall be promptly provided to Buyerthe Sellers' Representative.

Sellers’ Representative. The Sellers shall at all times maintain a representative (the "Sellers' Representative") for purposes of taking certain actions and giving certain consents on behalf of the Sellers as specified herein. Each Seller hereby appoints Xxxxx Xxxxxxxx as the Sellers' Representative, provided however, if Xxxxx Xxxxxxxx dies, is incapacitated or unavailable to act, Xxxxxx Xxxxxx is hereby authorized to take all actions as the Sellers' Representative, and provided further if Xxxxxx Xxxxxx dies, is incapacitated or unavailable to act, then Xxxxx Xxxxx is hereby authorized to take all actions as the Sellers' Representative hereunder. The Sellers, each having voting power in proportion to such Seller's Pro Rata Portion, may elect one or more replacements to the Sellers' Representatives appointed hereunder by majority vote of such interests, provided that Buyer is notified in writing thereof (including written agreement by such replacement to serve as Sellers' Representative as set forth herein). Each of the Sellers hereby irrevocably makesacknowledge that actions taken, constitutes, consents given and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as representations made by the Sellers’ ' Representative and authorizes and empowers on behalf of the Sellers pursuant hereto shall be binding upon the Sellers’ . This appointment and grant of power and authority by each Seller is coupled with an interest and is irrevocable and shall not be terminated by any act of the Seller or by operation of law, whether by the death or incapacity of the Seller or by the occurrence of any other event. The Sellers' Representative to receive all demands and notices on or with respect to is authorized by the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (on behalf of the Sellers to facilitate or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (includingadminister the transactions contemplated hereby, including without limitation, the settlement amending this Agreement, and executing such other documents or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ ' Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyerdeems appropriate.

Sellers’ Representative. (a) Each of the Sellers Seller Party hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, consents to the extent he is not chief executive officer terms of INAP, in his individual capacity) as the Sellers’ Representative this Section and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder appointment of Xxxxxxxx Xxxxxxxxxx as such SellerPerson’s true representative and lawful attorney-in-fact and agent(the “Sellers Representative”), and for with full power of substitution to act on behalf of such Seller Party to the extent and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under the manner set forth in this Agreement and any agreements ancillary to take any action (or to determine to refrain from taking any action) the foregoing. All decisions, actions, consents and instructions by the Sellers Representative with respect thereto as he may deem appropriate as effectively as to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including all decisions, actions, consents and instructions relating to the defense or settlement of any claims for indemnification, shall be binding upon all Seller Parties and no Seller Party shall have the right to object to, protest or otherwise contest any such Seller could act for himself/herself (includingdecision, without limitationaction, consent or instruction. The Buyer shall be entitled to conclusively rely on any decision, action, consent or instruction of the Sellers Representative in connection with this Agreement, the settlement Ancillary Agreements and the transactions contemplated hereby and thereby as being the decision, action, consent or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity instruction of the Sellers’ RepresentativeSeller Parties, a successor shall be appointed and the Buyer is hereby relieved from any liability to any Person for acts done by the remaining Sellers within the 30-day period immediately following the date of them in accordance with any such deathdecision, resignation act, consent or incapacityinstruction. The resignation provisions of any Sellers’ Representative this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be effective until a successor Sellers’ Representative has been appointedterminated by any act of any one or more Seller Parties, and has accepted such appointment in accordance with the provisions or by operation of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerLaw, whether by death or other event.

Sellers’ Representative. Each Notwithstanding any provision of this Agreement to the contrary, each Seller hereby appoints Terrace Petroleum Corporation to serve as its exclusive representative and agent (“Seller’s Representative”) under this Agreement for the purpose of (i) exercising and performing, on their behalf, all of Seller’s rights and duties hereunder, (ii) waiving or accepting obligations or conditions pursuant to Article VIII hereof, (iii) terminating this Agreement pursuant to Article XI hereof, (iv) giving and receiving of notices, requests and consents under this Agreement, the Escrow Agreement and any other agreement executed in connection with this Agreement, (v) making of adjustments to the Purchase Price, (vi) receiving of the Sellers hereby irrevocably makesPurchase Price and any other payments due the Seller under this Agreement, constitutes(vii) the allocating and distributing of the Purchase Price and any other payments due the Seller, and appoints Xxxxxxx X. Xxxx (viii) renegotiating and entering into the Escrow Agreement on behalf of Seller and taking any and all actions that may be necessary or desirable in his capacity as the chief executive officer of INAP andconnection therewith. Buyer may act, to the extent he is not chief executive officer of INAPand shall be fully protected in acting, in his individual capacity) as reliance upon any and all acts and things done and performed by or agreements made by the Sellers’ Seller’s Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder foregoing described matters on behalf of Seller as such Seller’s true fully and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such though each had done, performed, made or executed the same. Each Seller could act shall jointly and severally indemnify Buyer for himself/herself (including, without limitation, the settlement claims arising out of or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident related to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed Buyer’s reliance pursuant to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.115.20. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.44

Sellers’ Representative. (i) Each of the Sellers Seller hereby irrevocably makes, constitutes, appoints and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer each other Shareholder and Option Holder by its execution and delivery of INAP and, a letter of transmittal or option cancellation and settlement form shall irrevocably appoint Xxxxxx Xxxxxxxx to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder act as such Seller’s true and lawful 's attorney-in-fact and agentrepresentative (the "SELLERS' REPRESENTATIVE"), to do any and all things and to execute any and all documents, in such Shareholder's or Option Holder's name, place and stead, in any way which such Shareholder or Option Holder could do if personally present, in connection with this Agreement, and the transactions contemplated hereby and thereby, including to accept on such Shareholder's or Option Holder's behalf any amount payable to such Shareholder or Option Holder under this Agreement, or to amend, cancel or extend, or waive the terms of, this Agreement. The Parent and the Merger Sub shall be entitled to rely, as being binding upon such Shareholder or Option Holder, upon any document or other paper believed by the Parent and the Merger Sub to be genuine and correct and to have been signed by the Sellers' Representative, and the Parent and the Merger Sub shall not be liable to any Shareholder or Option Holder for such Seller any action taken or omitted to be taken by the Parent and the Merger Sub in such Seller’s name, to (i) receive all demands, notices, reliance. The Sellers' Representative shall have the sole and exclusive right on behalf of the Shareholder or other communications directed to such Seller under this Agreement and Option Holder to take any action (or to determine to refrain from taking provide any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.waiver pursuant to

Sellers’ Representative. (a) Each of the Sellers Seller hereby irrevocably makesappoints Xxxxx XxXxxxxx as its sole, constitutesexclusive, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful agent, representative and attorney-in-fact and agent, and for such Seller and in such Seller’s name, (“Sellers’ Representative”) to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (and on behalf of the Sellers, including, without limitation, to give and receive notices and communications, to act on behalf of the settlement Sellers with respect to any matters arising under this Agreement, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or compromise otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of any dispute courts and awards of courts, mediators and arbitrators with respect to such suits, claims or controversyproceedings, and to take all actions necessary or appropriate in the judgment of Sellers’ Representative for the accomplishment of the foregoing. Sellers’ Representative shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to Buyer; provided, however, that Sellers’ Representative may not be removed unless holders of a majority of the Shares as of the date hereof agree to such removal and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with identity of the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the substituted Sellers’ Representative. Upon Any vacancy in the death, resignation or incapacity position of Sellers’ Representative may be filled by approval of the holders of a majority of the Shares as of the date hereof. No bond shall be required of Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any and Sellers’ Representative shall not be effective until a successor receive compensation for his services. Notices or communications to or from Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all constitute notice to or from each of the Sellers and written notice during the term of such selection and appointment shall be promptly provided to Buyerthe agency.

Sellers’ Representative. Each of the Sellers hereby Seller irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity"Sellers' Representative") as the Sellers’ Representative his, her or its agent, proxy and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentfor all purposes under this Agreement, and each Seller authorizes the Sellers' Representative to do any and all of the following for such the Seller and in such the Seller’s name, to 's name and stead: (i) receive all demandsto execute, noticesacknowledge, as appropriate, and deliver to Buyer any certificate, document or other communications directed agreement referred to such Seller under herein or contemplated hereby, including this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitationAgreement, the settlement or compromise of any dispute or controversy) Shares, and the Seller's Closing Documents; (ii) execute to accept, receipt for and deposit any funds or other amounts owing to the Seller hereunder; (iii) to represent, negotiate on behalf of and bind the Seller in connection with the determination of the Adjustment Amount, any negotiations or agreements with Buyer with respect to the Adjustment Amount, and any presentation to or discussions with the Accountants with respect thereto; (iv) to execute, acknowledge, as appropriate, and deliver such modifications and amendments to this Agreement or Sellers' Closing Documents as the Sellers' Representative shall deem advisable in his discretion; and (v) to do any and all instruments other acts and documents of every kind incident to the foregoing things in connection with the same effect this Agreement as if such Seller had executed and delivered such instruments and documents personallySellers' Representative shall deem advisable in his discretion. Accordingly, any demands, notices or other communications directed to the Sellers hereunder The agency created hereby shall be deemed effective if given irrevocable and coupled with an interest; Buyer shall be entitled to rely upon the Sellers’ Representative. Upon powers granted herein with respect to any matter relating to this Agreement; and any question which may arise concerning the death, resignation power or incapacity authority of the Sellers’ Representative, a successor ' Representative to act for each Seller shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, interpreted and has accepted such appointment construed in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all favor of the Sellers and written notice authority of such selection and appointment shall be promptly provided to Buyerthe Sellers' Representative.

Sellers’ Representative. Each The Sellers confirm that they have bindingly and irrevocably (subject to interpretation of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacityFinnish law) as authorised the Sellers’ Representative and authorizes and empowers or a substitute duly authorized by the Sellers’ Representative to receive act in their place and on their behalf in connection with all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentcommunications, and for such Seller and in such Seller’s namenegotiations, to (i) receive all demands, noticesclaims, or legal and arbitration proceedings and other communications directed to such Seller issues under this Agreement and to take any action that the Sellers’ Representative shall act as a process agent in a possible legal or arbitration proceeding. The Sellers’ Representative (or to determine to refrain from taking his/her deputy, or any actionof the Sellers or Bird & Bird Attorneys Ltd, as the case may be) with respect thereto shall notify, as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitationset out in this Agreement, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident Purchaser without undue delay in case the deputy to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed Sellers’ Representative shall start to act in place of the Sellers hereunder shall be deemed effective if given Representative, always with similar authorities and powers as are granted to the Sellers’ Representative. Upon The Sellers further confirm to bindingly and irrevocably (subject to interpretation of Finnish law) authorise new Sellers’ Representative without undue delay, however no later than within twenty (20) Business Days, after the deathSellers’ were notified by the Sellers’ Representative (or his/her deputy or, resignation if both of them are unable to or incapacity do not for any other reason deliver the notification, Bird & Bird Attorneys Ltd, or the Purchaser in which case notification to any of the Sellers and Bird & Bird Attorneys Ltd jointly will suffice) that the Sellers’ Representative set forth in Section 15.1 has became unable to carry out the duties assigned to him/her and that the deputy to the Sellers’ Representative set forth in Section 15.1 is also unable to act as the Sellers’ Representative. For the avoidance of doubt, in case the nomination of a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor new Sellers’ Representative has been appointednot occurred in the set time, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of constitutes a successor Sellers’ Representative appointed in any manner permitted in breach under this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerAgreement.

Sellers’ Representative. Each Seller and each Shareholder hereby appoints Robert Dunn Glick, as his or its representative (the "Sellers' Xxxxxxxxxxxixx"), authorized to act on his or its behalf for all purposes of the Sellers hereby irrevocably makes, constitutestransactions contemplated by this Agreement, and appoints Xxxxxxx X. Xxxx (in his capacity as agrees that at all times after the chief executive officer date hereof, Buyers shall be entitled to deal exclusively with the Sellers' Representative with respect to all matters that are the subject of INAP andthis Agreement, including the delivery of certificates and other documents on behalf of any Seller or Shareholder, the payment of amounts due the Sellers or Shareholders hereunder, the delivery of notice regarding indemnification matters and the delivery of a writing pursuant to the first sentence of Section 14.8. All rights of Sellers and the Shareholders, including rights to indemnification, shall be exercisable exclusively by the Sellers' Representative. If Mr. Glick should resign, die or otherwise become unable to servx xx xxx Sellers' Representative, Sellers and the Shareholders shall be obligated, within 10 days following any such event, to elect, by plurality vote, another Sellers' Representative and to deliver notice of such election to the extent he is not chief executive officer Buyers' Representative. Buyers and their Affiliates shall have no liability to any Seller or Shareholder for any acts or omissions of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers ' Representative, or any acts or omissions taken or not taken by any Buyer at the direction of the Sellers’ ' Representative. Upon any payment to the Sellers' Representative in accordance with this Agreement, Buyers shall be deemed to receive have fully satisfied any and all demands obligations to each Seller and notices on or Shareholder with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date amount of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyerpayment.

Sellers’ Representative. Each of Following the Sellers hereby irrevocably makesClosing, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative shall serve as the exclusive agent of the Sellers for all purposes of this Agreement and authorizes and empowers the transactions contemplated hereby; provided, however, that any action taken by Sellers’ Representative must be taken with the approval of two of the three individuals acting jointly as Sellers’ Representative (pursuant to the introductory paragraph of this Agreement) to bind the Sellers. Without limiting the generality of the foregoing, the Sellers’ Representative shall be authorized (a) to receive execute all demands certificates, documents and notices agreements on or with respect to behalf of and in the name of any of the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentnecessary to effectuate the transactions contemplated hereby, and for such Seller and in such Seller’s name(b) to negotiate, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments amendments, modifications and documents waivers to this Agreement or any other agreement, document or instrument contemplated by this Agreement. The Sellers’ Representative also shall be exclusively authorized to take all actions on behalf of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder in connection with any claims made under this Agreement or in respect of the transactions contemplated hereby, to bring, prosecute, defend or settle such claims, and to make and receive payments in respect of such claims on behalf of the Sellers, and no Seller shall be deemed effective if given to take any such action without the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity’s prior written approval. The resignation of any Sellers’ Representative shall not be effective until a successor liable to any of the Sellers for any action taken by him pursuant to this Agreement unless he has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall jointly and severally indemnify him from any Losses arising out of or relating to him serving as agent hereunder. The Sellers’ Representative has been appointed, and has accepted such appointment is serving in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all capacity as exclusive agent of the Sellers and written notice hereunder solely for purposes of such selection and appointment shall be promptly provided to Buyeradministrative convenience.

Sellers’ Representative. Each of the Sellers The Company hereby irrevocably makesappoints and constitutes Fulcrum Growth Fund II QP, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) LLC as the Sellers’ Representative for and authorizes on behalf of the Members to execute and empowers deliver this Agreement and the Escrow Agreement and for all other purposes hereunder and thereunder, including to (a) give and receive notices and communications; (b) authorize delivery to Parent of the applicable portion of the Escrow Fund in satisfaction of claims by Parent; (c) object to such deliveries; 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; (d) agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement and the Escrow Agreement; (e) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as Sellers’ Representative and to conclusively rely on the opinions and advice of such Persons; (f) incur any fees and expenses as are incurred by the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative's authorized capacity hereunder; and (g) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of any or all of the foregoing. Upon the death, resignation or incapacity No bond shall be required of the Sellers’ Representative, a successor shall be appointed by and the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall receive no compensation for his services. The appointment hereunder may not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with changed without the provisions prior written consent of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerParent.

Sellers’ Representative. Each Nxxxxxxxxx Party has constituted and appointed Dxxxx Xxxxxx (“Sellers Representative”) as its authorized signer and true and lawful attorney-in-fact to act for and on behalf of such Nxxxxxxxxx Party in all matters relating to or arising out of the Sellers hereby irrevocably makesIndemnification Agreement and this Agreement, constitutesincluding specifically, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP andbut without limitation, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive receiving all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller Nxxxxxxxxx Parties under this Agreement and to take Agreement, taking any action (or to determine to refrain refraining from taking any action) with respect thereto action as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute executing and deliver delivering all instruments and documents of every kind incident to or otherwise relating to this Agreement, such Nxxxxxxxxx Party agreeing to be fully bound by the foregoing with the same effect as if such Seller had executed acts, decisions and delivered such instruments agreements of Sellers Representative taken and documents personally. Accordingly, any demands, notices or other communications directed done pursuant to the authority granted in this Agreement and the Nxxxxxxxxx Parties hereby confirm all that Sellers hereunder Representative shall do or cause to be done by virtue of his appointment as Sellers Representative. The Nxxxxxxxxx Parties may designate a successor Sellers Representative to discharge the duties outlined above by delivery to the Alpha Parties and the Escrow Agent of written notice in the manner set forth in §15(e) of this Agreement (either signed by the then acting Sellers Representative or Dxx Xxxxxxxxxx) naming such successor Sellers Representative. Each such successor Sellers Representative will have all the power, authority, rights and privileges hereby conferred upon the original Sellers Representative, and the term “Sellers Representative” as used in this Agreement shall be deemed effective if given to the Sellers’ include such successor Sellers Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.

Sellers’ Representative. Each of Seller irrevocably appoints Xxxx Xxxxxxxxxxx (the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity"Sellers' Representative") as the Sellers’ Representative his, her or its agent, proxy and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentfor all purposes under this Agreement, and each Seller authorizes the Sellers' Representative to do any and all of the following for such the Seller and in such the Seller’s name, to 's name and stead: (i) receive all demandsto execute, noticesacknowledge, as appropriate, and deliver to Buyer any certificate, document or other communications directed agreement referred to such Seller under herein or contemplated hereby, including this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitationAgreement, the settlement or compromise of any dispute or controversy) Shares, and the Seller's Closing Documents; (ii) execute to accept, receipt for and deposit any funds or other amounts owing to the Seller hereunder; (iii) to represent, negotiate on behalf of and bind the Seller in connection with the determination of the Adjustment Amount, any negotiations or agreements with Buyer with respect to the Adjustment Amount, and any presentation to or discussions with the Accountants with respect thereto; (iv) to execute, acknowledge, as appropriate, and deliver such modifications and amendments to this Agreement or Sellers' Closing Documents as the Sellers' Representative shall deem advisable in his discretion; and (v) to do any and all instruments other acts and documents of every kind incident to the foregoing things in connection with the same effect this Agreement as if such Seller had executed and delivered such instruments and documents personallySellers' Representative shall deem advisable in his discretion. Accordingly, any demands, notices or other communications directed to the Sellers hereunder The agency created hereby shall be deemed effective if given irrevocable and coupled with an interest; Buyer shall be entitled to rely upon the Sellers’ Representative. Upon powers granted herein with respect to any matter relating to this Agreement; and any question which may arise concerning the death, resignation power or incapacity authority of the Sellers’ Representative, a successor ' Representative to act for each Seller shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, interpreted and has accepted such appointment construed in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all favor of the Sellers and written notice authority of such selection and appointment shall be promptly provided to Buyerthe Sellers' Representative.

Sellers’ Representative. Each Seller irrevocably appoints Xxxxxx Xxxxxxxx as the Sellers’ Representative, to act as its duly authorized representative in all matters of the administration and enforcement of this Agreement and the Stock Pledge Agreement, to receive and distribute the Purchase Price in accordance with the percentage interests set forth in Schedule A hereto, to defend, negotiate and resolve any indemnification claims or demands by or against the Purchaser, and otherwise to exercise the powers and perform the duties of the Sellers set forth in this Agreement. If such appointed Sellers’ Representative resigns or is unable to serve, then each Seller agrees that a majority in interest of the Sellers shall select a successor Sellers’ Representative within ten (10) Business Days after notice of such resignation or inability to serve. Each of the Sellers hereby irrevocably makes, constitutesacknowledge and agree that the Purchaser shall have no obligation of investigation with respect to, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on no responsibility or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordinglyliability for, any demands, notices actions or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity inactions of the Sellers’ Representative, a successor shall be appointed by including without limitation, any distributions of, or failure to distribute, the remaining Sellers within Purchase Price, or for any insolvency or malfeasance of the 30-day period immediately following the date of such death, resignation or incapacitySellers’ Representative. The resignation of any Sellers’ Representative shall not be effective until a successor have the right to deduct from any amount otherwise payable to the Sellers the amount of the Sellers’ Representative has been appointed, Representatives reasonable fees and has accepted costs incurred in connection with serving in such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyercapacity.

Sellers’ Representative. Each of the (a) The Sellers hereby irrevocably makesauthorize, constitutesdirect and appoint Gutterman to act as agent, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentrepresentative of xxx Xxxxers (the "Sellers' Representative"), and for such Seller and in such Seller’s name, with full power of substitution with respect to (i) receive all demands, notices, or other communications directed to such Seller matters under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (Agreement, including, without limitation, determining, giving and receiving notices and processes hereunder, contesting and settling claims for indemnification pursuant to Articles VII and IX hereof or resolving any other disputes hereunder or under the settlement or compromise Transaction Agreements; provided, that, the authority given to Sellers' Representative hereunder shall not extend to any matter arising out of any dispute representation and warranty of any Seller pursuant to Sections 4.20, 4.21, 4.22, 4.23, 4.26 and 4.27, any breach of any covenant arising hereunder by any Seller, or controversy) any matters arising under any Seller's Employment Agreement. Any such actions taken, exercises of rights, power or authority, and (ii) execute any decision or determination made by the Sellers' Representative consistent herewith, shall be absolutely and deliver all instruments and documents of every kind incident to the foregoing with the same effect irrevocably binding on each Seller as if such Seller personally had executed and delivered taken such instruments and documents personallyaction, exercised such rights, power or authority or made such decision or determination in such Seller's individual capacity. AccordinglyNotwithstanding anything to the contrary contained in this Agreement, any demands, notices or other communications directed action required to be taken by the Sellers hereunder shall be deemed effective if given or any action which Sellers, at their election, have the right to take hereunder, as to which authority is granted to the Sellers’ Representative. Upon the death, resignation or incapacity of ' Representative under this Section 12.15(a) shall be taken only by the Sellers’ Representative, a successor ' Representative and no Seller acting on its own shall be appointed by the remaining Sellers within the 30-day period immediately following the date of entitled to take any such death, resignation or incapacityaction. The resignation of any Sellers’ Representative Purchaser shall not be effective until a successor Sellers’ Representative has been appointed, liable for allocation of particular deliveries and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of payments among the Sellers and written notice of such selection and appointment shall be promptly provided if made to Buyerthe Sellers' Representative as authorized herein.

Sellers’ Representative. Each of the Sellers Seller hereby irrevocably makesauthorizes, constitutes, directs and appoints Xxxxxxx X. Xxxx (in his capacity BC Holding to act as the chief executive officer of INAP andsole and exclusive agent, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, representative (the “Sellers’ Representative”) and for such Seller authorizes and in such Seller’s name, directs the Sellers’ Representative to (i) receive all demands, notices, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself and all actions (including, without limitation, executing and delivering any documents, incurring any costs and expenses on behalf of the settlement Sellers and making any and all determinations) which may be required or compromise of any dispute or controversy) and permitted by this Agreement to be taken by the Sellers; (ii) execute exercise such other rights, power and deliver all instruments authority, as are authorized, delegated and documents of every kind incident granted to the foregoing with Sellers’ Representative pursuant to this Agreement; and (iii) exercise such rights, power and authority as are incidental to the same effect foregoing. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Representative consistent therewith, shall be absolutely and irrevocably binding on each Seller as if such Seller personally had executed and delivered taken such instruments and documents personallyaction, exercised such rights, power or authority or made such decision or determination in such Seller’s capacity. Accordingly, any demands, notices or other communications directed to Each Seller agrees that the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor liable for any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby or thereby, except for such actions taken or omitted to be taken resulting from the Sellers’ Representative’s willful misconduct. Each Seller agrees that it will not make any claim against Buyer for actions taken by Buyer at the direction of the Sellers’ Representative has been appointed, and has accepted such appointment in accordance connection with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerAgreement.

Sellers’ Representative. (a) Each of the Sellers hereby irrevocably makesappoints Information Partners Capital Fund, constitutesL.P. (the "Sellers' Representative") or its designee (as appointed in writing), and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP andagent, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative proxy and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact for the Sellers for all purposes under this Agreement (including without limitation full power and agentauthority to act on the Sellers' behalf) to take any action, and for such Seller and should it elect to do so in such Seller’s nameits sole discretion, to (i) to consummate the transactions contemplated under this Agreement, (ii) in the event of such consummation, to receive on behalf of the Sellers each of such Seller's Percentage of the Cash Consideration, (iii) to pay out of each Seller's Percentage of the Cash Consideration his, her or its pro rata share of all demandscosts, noticesexpenses and fees incurred by or on behalf of the Sellers in connection with the transactions contemplated by this Agreement and to pay to the Sellers his, her or its Seller's Percentage of the Cash Consideration, (iv) to settle the final Cash Statement as contemplated by Section 3.2, (v) to conduct or cease to conduct, should it elect to do so in its sole discretion, the defense of all -55- 62 claims against any of the Sellers in connection with this Agreement other communications directed than claims under Sections 12.1.1(i) or 12.1.1(iii), and settle all such claims in its sole discretion on behalf of all the Sellers and exercise any and all rights which the Sellers are permitted or required to such Seller do or exercise under this Agreement and (vi) to execute and deliver, should it elect to do so in its sole discretion, on behalf of the Sellers any amendment to this Agreement so long as such amendment shall apply to all parties to this Agreement, and to take any action (all other actions to be taken by or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all on behalf of the Sellers and written notice exercise any and all rights which the Sellers are permitted or required to do or exercise under this Agreement; provided, however, that (a) the Sellers' Representative shall have no authority to enter into any settlement of such selection any claim under clause (v) above or to execute and appointment deliver any amendment to this Agreement under clause (vi) above on behalf of (1) the Sellers listed as Individual Sellers on the signature pages hereto (the "Individual Sellers"), without the consent of Willxxx X. Xxxxxxx, (0) WEF Associates CI Limited without the consent of an officer or director thereof and (3) Hellxx Xxxancial, Inc. without the consent of an officer thereof, (b) the Sellers' Representative shall have no obligation to conduct any defense or settle any claim or enter into any amendment or take any other action whatsoever on behalf of any Seller under this Section 15.6 or otherwise in its capacity as Sellers' Representative and (c) any settlement entered into or other action taken by an Individual Seller, WEF Associates CI Limited or Hellxx Xxxancial, Inc. shall be promptly provided valid only to Buyerthe extent expressly permitted by this Section 15.6, and no such settlement or action (whether permitted or not by this Section 15.6) shall bind or otherwise affect the rights or obligations of the Seller's Representative or any other Seller.

Sellers’ Representative. Each (a) The Seller Parties hereby irrevocably constitute and appoint Dxxxx X. Xxxxx, or his successor, as the true and lawful agent and attorney-in-fact (the “Sellers’ Representative”) of the Sellers hereby irrevocably makesSeller Parties, constituteswith full power of substitution to act in the name, place and stead of the Seller Parties with respect to the performance on behalf of each Seller Party, under the terms and provisions hereof and to do or refrain from doing all such further acts and things, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP andto execute all such documents, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers shall deem necessary or appropriate in connection with any transaction contemplated hereunder, including the Sellers’ Representative to receive all demands and notices on or power to: (i) act for any Seller Party, with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under administration of the provisions of this Agreement and the Escrow Agreement, including all indemnification matters referred to take herein, including the right to compromise or settle any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise claim on behalf of any dispute or controversy) and Seller Party; (ii) execute amend or waive any provision hereof (including any Closing delivery) in any manner; (iii) employ, obtain and deliver all instruments rely upon the advice of legal counsel, accountants and documents of every kind incident to the foregoing with the same effect other professional advisors as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by in his sole discretion thereof, deems necessary or advisable in connection with the remaining Sellers within consummation of the 30-day period immediately following transactions contemplated hereby; (iv) act for any Seller Party with respect to all Purchase Price and Debt Proceeds Amount matters and all Purchase Price adjustment matters referred to herein; (v) receive all notices, communications and deliveries hereunder on behalf of each Seller Party; and (vi) retain the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, Expense Amount and has accepted such appointment pay amounts therefrom in accordance with the provisions of this Section 12.1Agreement. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.57

Sellers’ Representative. Each of the Sellers hereby Seller irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, Sachs to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder act as such Seller’s true and lawful 's attorney-in-fact and agentrepresentative (in such capacity, the "SELLERS' REPRESENTATIVE"), to do any and for such Seller all things and to execute any and all documents, other than the Ancillary Agreements in such Seller’s 's name, place and stead, in any way which such Seller could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including to (i) receive all demands, notices, or other communications directed accept on such Seller's behalf any amount payable to such Seller under this Agreement or to amend, cancel or extend, or waive the terms of, this Agreement; PROVIDED, HOWEVER, that the Sellers' Representative shall in no event agree to any change in the amount or form of the Purchase Price or to any amendment to Articles XI or XII hereof. The Purchaser shall be entitled to rely, as being binding upon each Seller, upon any document or other paper believed by the Purchaser to be genuine and correct and to take have been signed by the Sellers' Representative, and the Purchaser shall not be liable to any Seller for any action (taken or omitted to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed taken by the remaining Sellers within the 30-day period immediately following the date of Purchaser in such death, resignation or incapacityreliance. The resignation of any Sellers’ ' Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in liable to any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice for any act or omission performed or omitted by or on behalf of the Sellers' Representative; PROVIDED, that the Sellers' Representative was not guilty of gross negligence or intentional misconduct with respect to such selection and appointment shall be promptly provided to Buyeract or omission.

Sellers’ Representative. Each (a) As of the date of this Agreement, Xxxxx X. XxXxxx and Xxxxxx X. Xxxxxxx shall be constituted and appointed, collectively, as the “Sellers’ Representative”, with full and joint but not individual power and authority on each Seller’s behalf (i) to consummate the Transaction in accordance with the terms and conditions set forth in this Agreement, (ii) to pay each such Seller’s expenses (whether incurred on or after the date of this Agreement) incurred in connection with the negotiation and performance of this Agreement, (iii) to receive, give receipt and disburse any funds received hereunder on behalf of or to each such Seller, (iv) to hold back from disbursement to all of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, collectively any such funds to the extent he is not chief executive officer it reasonably determines may be necessary or required under the terms and conditions of INAPthis Agreement or applicable Law, in his individual capacity(v) as the Sellers’ Representative to execute and authorizes deliver on behalf of each such Seller, all documents contemplated herein, and empowers the Sellers’ Representative any amendment or waiver hereto, (vii) to negotiate, settle, compromise and otherwise handle all disputes with any party under this Agreement and (viii) to give and 52 Agreement and Plan of Merger receive all demands and notices on or with respect to behalf of the Sellers hereunder as such Seller’s true collectively and lawful (ix) to do each and every act and exercise any and all rights which the Sellers collectively are, permitted or required to do or exercise under this Agreement. The Sellers, by accepting the consideration payable to them hereunder, irrevocably grant unto said attorney-in-fact and agent, agent full power and for such Seller authority to do and perform each and every act and thing necessary or required to be done in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller under connection with the transactions contemplated by this Agreement as fully to all intents and to take any action (purposes as Sellers might or to determine to refrain from taking any action) could do in person. Such agency and proxy are coupled with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (includingan interest, are therefore irrevocable without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date consent of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyerholder.

Sellers’ Representative. (a) The Sellers’ Representative is hereby approved to serve as the representative of the Sellers with respect to the matters expressly set forth in this Agreement to be performed by the Sellers’ Representative. Each of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative as the agent, proxy and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller for all purposes of this Agreement, including full power and in authority on such Seller’s namebehalf (a) to consummate the transactions contemplated herein, (b) to pay expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement, (c) to disburse any funds received hereunder to such Seller and each other Seller, (d) to execute and deliver any certificates representing the Company Group’s Equity Interests and execution of such further instruments as Purchaser shall reasonably request, (e) to execute and deliver on behalf of such Seller any amendment or waiver hereto, (f) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (g) to negotiate, settle, compromise and otherwise handle any claims made against the Working Capital Escrow Amount made by any indemnified party pursuant this Agreement hereof, and (h) to do each and every act and exercise any and all rights which such Seller is, or Sellers collectively are, permitted or required to do or exercise under this Agreement. The grant of authority provided for herein (i) receive all demandsis coupled with an interest and shall be irrevocable and survive the death, noticesincompetency, bankruptcy or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise liquidation of any dispute or controversy) Seller and (ii) execute and deliver all instruments and documents of every kind incident to shall survive the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerClosing.

Sellers’ Representative. (a) Each Seller, on behalf of the Sellers such Seller and such Seller’s successors, heirs and permitted assigns hereby irrevocably makesappoints ZFS Solutions, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity LLC as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the “Sellers’ Representative and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or with respect to the Sellers hereunder Representative” as such Seller’s true agent and lawful attorney-in-fact fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and agent, and for such Seller and in such Seller’s name, to authority (i) receive all demandsto perform the Transactions to be performed by Sellers under the Transaction Documents, notices(ii) to disburse any funds received hereunder to Sellers, (iii) to execute and deliver on behalf of each Seller any amendment or other communications directed to such Seller waiver under this Agreement and to take agree to resolution of all claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of Sellers, in connection with the performance by Sellers’ Representative of this Agreement, and (v) to do each and every act and exercise all rights which such Seller is permitted or required to do or exercise under this Agreement or any action (other Transaction Document. If Sellers’ Representative resigns or is otherwise unable or unwilling to serve in such capacity, Sellers that hold or held a majority of all of the Membership Interests sold or to determine be sold hereunder will appoint a new Person to refrain from taking any action) with respect thereto serve as he may deem appropriate as effectively as Sellers’ Representative and will provide prompt written notice thereof to Buyer. Until such Seller could act for himself/herself (includingnotice is received, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder Buyer shall be deemed effective if given entitled to rely on the actions and statements of the previous Sellers’ Representative. Upon The power and authority granted hereunder will be exclusive and no Seller shall be entitled to exercise any right under this Agreement or the death, resignation or incapacity Escrow Agreement except through Sellers’ Representative. In connection with and in furtherance of the its appointment as Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not agrees to perform and be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with bound by all of the provisions of this Section 12.1. The selection of a successor Agreement applicable to Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerRepresentative.

Sellers’ Representative. (a) Each Seller designates Jxxx X. Xxxxx as such Seller’s representative (the “Sellers’ Representative”) for purposes of the this Agreement. The Sellers hereby irrevocably makes, constitutesand their respective successors shall be deemed to have approved, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP andshall be bound by, to the extent he is not chief executive officer of INAP, in his individual capacity) as any and all actions taken by the Sellers’ Representative on their behalf under or otherwise relating to this Agreement and authorizes the transactions contemplated hereunder as if such actions were expressly ratified and empowers confirmed by each of them. In the event the Sellers’ Representative is unable or unwilling to receive all demands and notices on serve or with respect shall resign, a successor Sellers’ Representative shall be selected by the holders of a majority of the Shares outstanding immediately prior to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agentClosing. A Sellers’ Representative may not resign, and for such Seller and in such Seller’s name, except upon 30 days prior written notice to (i) receive all demands, noticesBuyer. In the event of a notice of proposed resignation, or other communications directed to such Seller under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (includingdeath, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices disability or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity replacement of the a Sellers’ Representative, a successor shall be appointed effective immediately thereafter (and, in the case of death of a Sellers’ Representative, the executor or other representative of such Sellers’ Representative’s estate shall be deemed to be the successor) and Buyer shall be notified promptly of such appointment by the remaining Sellers within the 30-day period immediately following the date of such deathsuccessor Sellers’ Representative. No resignation, resignation or incapacity. The resignation nor any other replacement, of any Sellers’ Representative shall not be is effective against the Buyer until selection of a successor and prior written notice to the Buyer of such selection. Each successor Sellers’ Representative has been appointedshall have all the power, rights, authority and has accepted such appointment in accordance with privileges hereby conferred upon the provisions of this Section 12.1. The selection of a successor original Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerRepresentative.

Sellers’ Representative. (a) Each Seller, on behalf of such Seller and such Seller’s successors, heirs and permitted assigns, hereby appoints Xxxxx Xxxxxx as “Sellers’ Representative” as such Seller’s agent and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority (i) to perform the Transactions to be performed by the Sellers under this Agreement, (ii) to disburse any funds received hereunder to the Sellers, (iii) to execute and deliver on behalf of each Seller any amendment or waiver under this Agreement and to agree to resolution of all claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAPSellers, in his individual connection with the performance by the Sellers’ Representative of this Agreement and (v) to do each and every act (including the execution and delivery of the certificates required by Section 7.1) and exercise all rights which such Seller is permitted or required to do or exercise under this Agreement. If the Sellers’ Representative resigns or is otherwise unable or unwilling to serve in such capacity) , the Sellers that hold or held a majority of all of the Shares sold or to be sold hereunder will appoint a new Person to serve as the Sellers’ Representative and authorizes will provide prompt written notice thereof to the Buyer. Until such notice is received, the Buyer shall be entitled to rely on the actions and empowers statements of the previous Sellers’ Representative Representative. The power and authority granted hereunder will be exclusive and no Seller shall be entitled to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller exercise any right under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to except through the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.

Sellers’ Representative. (a) Each Seller, on behalf of such Seller and such Seller’s successors, heirs and permitted assigns, hereby appoints Xxxxxxxxxxx Xxxxxxxx as “Sellers’ Representative” as such Seller’s agent and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority (i) to perform the transactions contemplated hereby to be performed by the Sellers under this Agreement and the Ancillary Agreements, (ii) to disburse any funds received hereunder to the Sellers, (iii) to execute and deliver on behalf of each Seller any amendment or waiver under this Agreement and to agree to resolution of all claims hereunder, (iv) to retain legal counsel and other professional services, at the expense of the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx X. Xxxx (in his capacity as the chief executive officer of INAP and, to the extent he is not chief executive officer of INAPSellers, in his individual connection with the performance by the Sellers’ Representative of this Agreement and (v) to do each and every act (including the execution and delivery of any certificates required in conjunction with the transactions contemplated hereby) and exercise all rights which such Seller is permitted or required to do or exercise under this Agreement and the Ancillary Agreements. If the Sellers’ Representative resigns or is otherwise unable or unwilling to serve in such capacity) , the Sellers that hold or held a majority of all of the Purchased Interests sold or to be sold hereunder will appoint a new Person to serve as the Sellers’ Representative and authorizes will provide prompt written notice thereof to the Buyer. Until such notice is received, the Buyer shall be entitled to rely on the actions and empowers statements of the previous Sellers’ Representative Representative. The power and authority granted hereunder will be exclusive and no Seller shall be entitled to receive all demands and notices on or with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all demands, notices, or other communications directed to such Seller exercise any right under this Agreement and to take any action (or to determine to refrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to Ancillary Agreements except through the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to Buyer.

Sellers’ Representative. Each of LPC is hereby designated as the representative ----------------------- (the "Representative") to act for and represent the Sellers hereby irrevocably makes, constitutes, and appoints Xxxxxxx (other than the -------------- Xxxxxx X. Xxxx (in his capacity as Charitable Remainder Unitrust and the chief executive officer of INAP andXxxx Xxxx Charitable Remainder Unitrust, to which shall be represented by the extent he is not chief executive officer of INAPtrustees thereof), in his individual capacity) as the Sellers’ Representative SMSV and authorizes and empowers the Sellers’ Representative to receive all demands and notices on or High Reach with respect to all matters arising out of Article II and Article VIII hereof, all matters relating to the Escrow Agreements, and in those other matters with respect to which this Agreement specifies that the Representative shall so act, as well as matters which require notice to be given to the Sellers hereunder under this Agreement; each such Person hereby unconditionally and irrevocably appoints the Representative as such Seller’s true Person's agent, proxy and lawful attorney-in-fact fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and agent, and for authority on such Seller and in such Seller’s name, Person's behalf to (i) receive consummate the transactions contemplated by this Agreement, (ii) disburse any funds received hereunder to the Sellers, (iii) execute and deliver on behalf of each such Person any amendment or waiver under this Agreement or the Escrow Agreements and to agree to any resolution of all demandspurchase price adjustments and Claims hereunder and thereunder, notices, and (iv) do each and every act and exercise any and all rights which such Person or other communications directed Persons are permitted or required to such Seller do or exercise under this Agreement and the other agreements, documents and certificates executed in connection herewith; provided that such appointment and -------- authority to take any action (or to determine to refrain from taking any action) act with respect thereto to SMSV and High Reach shall terminate as he may deem appropriate as effectively as such Seller could act for himself/herself (including, without limitation, the settlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any demands, notices or other communications directed to the Sellers hereunder shall be deemed effective if given to the Sellers’ Representative. Upon the death, resignation or incapacity of the Sellers’ Representative, a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or incapacity. The resignation of any Sellers’ Representative shall not be effective until a successor Sellers’ Representative has been appointed, and has accepted such appointment in accordance with the provisions of this Section 12.1. The selection of a successor Sellers’ Representative appointed in any manner permitted in this Section 12.1 shall be final and binding upon all of the Sellers and written notice of such selection and appointment shall be promptly provided to BuyerClosing.