Common use of Appointment; Acceptance Clause in Contracts

Appointment; Acceptance. At the Closing and by operation of this Agreement, Dan ▇▇▇▇ ▇▇▇ Alle▇ ▇▇▇▇▇▇▇, ▇▇d each of them, and each of their successors, acting as hereinafter provided, are fully authorized and empowered to act for and on behalf of the Company Stockholders in connection with the transactions and agreements contemplated by this Agreement with respect to (i) matters prior to the Closing Date, as specified herein, and (ii) matters subsequent to the Closing Date (each a "STOCKHOLDERS' REPRESENTATIVE"), and acknowledge that such appointment is coupled with an interest and is irrevocable. In this regard (a) each Stockholder's Representative shall have full and complete authorization, on behalf of the Company Stockholders to authorize the Stockholders' Representative (i) to dispute or to refrain from disputing any claim made by Parent under the Merger Documents, (ii) to negotiate and compromise any dispute which may arise under, and to exercise or refrain from exercising remedies available under the Merger Documents and to sign any release or other document with respect to such dispute or remedy, (iii) to give such instructions and to do such other things and refrain from doing such other things as the Stockholders' Representative shall deem necessary or appropriate to carry out the provisions of the Merger Documents, (iv) to waive any condition to the Closing, and (v) to agree in his discretion with Parent to amend this Agreement from time to time; and (b) all of the Company Stockholders shall be bound by all agreements and determinations made by and documents executed and delivered by either of the Stockholders' Representatives under the Merger Documents. By executing this Agreement under the heading "Stockholders' Representatives," Dan ▇▇▇▇ ▇▇▇ Alle▇ ▇▇▇▇▇▇▇ ▇▇▇h hereby (i) accepts his appointment and authorization to act as Stockholders' Representatives as attorney-in-fact and agent on behalf of the Company Stockholders in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Article 11.

Appointment; Acceptance. At the Closing and by operation of this Agreement, Dan B▇▇▇▇ ▇. ▇▇ Alle▇ ▇▇▇▇▇▇▇, ▇▇d each of them., and each of their his successors, acting as hereinafter providedprovided (the “Sellers’ Representative”), are is hereby fully authorized and empowered by each Seller to act for and on behalf of the Company Stockholders such Sellers in connection with the transactions and agreements contemplated by this Agreement with respect to (i) matters prior subsequent to the Closing Date, as specified herein, and (ii) matters subsequent to the Closing Date (each a "STOCKHOLDERS' REPRESENTATIVE"), and acknowledge Seller acknowledges that such appointment is coupled with an interest and is irrevocable. In this regard (a) each Stockholder's the Sellers’ Representative shall have full and complete authorization, on behalf of the Company Stockholders to authorize the Stockholders' Representative Sellers and each of them (i) to dispute or to refrain from disputing any claim made by Parent Purchaser under the Merger Documentsthis Agreement, (ii) to negotiate and compromise any dispute which may arise under, and to exercise or refrain from exercising remedies available to Sellers or any of them under the Merger Documents this Agreement and to sign any release or other document with respect to such dispute or remedy, and (iii) to give such instructions and to do such other things and refrain from doing such other things as the Stockholders' Sellers’ Representative shall deem necessary or appropriate to carry out the provisions of the Merger Documents, (iv) to waive any condition to the Closing, and (v) to agree in his discretion with Parent to amend this Agreement from time to timeAgreement; and (b) all Sellers and each of the Company Stockholders them shall be bound by all agreements and determinations made by and documents executed and delivered by either of the Stockholders' Representatives Sellers’ Representative under the Merger Documentsthis Agreement. By executing this Agreement under the heading "Stockholders' Representatives“Sellers’ Representative," Dan ” B▇▇▇▇ ▇▇▇ Alle▇ . ▇▇▇▇▇▇▇ ▇▇, ▇h ▇. hereby (i) accepts his appointment and authorization to act as Stockholders' Representatives Sellers’ Representative as attorney-in-fact and agent on behalf of the Company Stockholders Sellers in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, with this Article 11IX.

Appointment; Acceptance. At Each of the Closing Sellers, Company Optionholders, and the Company Warrantholder, by virtue of executing this Agreement or approving this Agreement by executing the Option Holder Acknowledgement or Warrant Cancellation Agreement (as applicable), shall be deemed to have irrevocably appointed FF3 and its successors to serve as its representative (the “Sellers’ Representative”) (and by operation FF3’s execution of this Agreement as Sellers’ Representative, Sellers’ Representative hereby accepts such appointment and authorization as the Sellers’ Representative in accordance with the terms of this Agreement) as such Sellers’, Dan ▇▇▇▇ ▇▇▇ Alle▇ ▇▇▇▇▇▇▇Company Optionholders’ and Company Warrantholder’s attorney-in-fact and agent hereunder to (a) act in such Seller’s, ▇▇d each of themCompany Optionholders’ and Company Warrantholder’s name, place, and each of their successors, acting as hereinafter provided, are fully authorized and empowered to act for and on behalf of the Company Stockholders stead in connection with the transactions and agreements contemplated by this Agreement and any other Transaction Documents, in accordance with respect to the terms and provisions herein and therein, (ib) matters prior to execute and deliver this Agreement, the Closing DatePaying Agent Agreement, and the Escrow Agreement, as specified hereinthe Sellers’ Representative, and (ii) matters subsequent to exercise all or any of the Closing Date (each a "STOCKHOLDERS' REPRESENTATIVE")powers, authority, and acknowledge that such appointment is coupled with an interest discretion conferred on the Sellers’ Representative under this Agreement, the Paying Agent Agreement and is irrevocable. In this regard the Escrow Agreement; (ac) each Stockholder's Representative shall have full and complete authorization, act on behalf of the Sellers, Company Stockholders to authorize Optionholders and Company Warrantholder in any Proceeding involving the Stockholders' Representative (i) to dispute or to refrain from disputing transactions and agreements contemplated by this Agreement and any claim made by Parent under the Merger other Transaction Documents, and (iic) to negotiate and compromise any dispute which may arise under, and to exercise do or refrain from exercising remedies available under the Merger Documents doing all such further acts and to sign any release or other document with respect to things, and execute all such dispute or remedy, (iii) to give such instructions and to do such other things and refrain from doing such other things documents as the Stockholders' Sellers’ Representative shall deem necessary or appropriate to carry out in connection with the provisions of the Merger Documents, (iv) to waive any condition to the Closing, transactions and (v) to agree in his discretion with Parent to amend agreements contemplated by this Agreement from time to time; and (b) all of the Company Stockholders shall be bound by all agreements and determinations made by and documents executed and delivered by either of the Stockholders' Representatives under the Merger any other Transaction Documents. By executing this Agreement under the heading "Stockholders' Representatives," Dan ▇▇▇▇ ▇▇▇ Alle▇ ▇▇▇▇▇▇▇ ▇▇▇h hereby (i) accepts his appointment and authorization to act as Stockholders' Representatives as attorney-in-fact and agent on behalf of the Company Stockholders in accordance with the terms of this Agreement, and (ii) agrees to perform his obligations under, and otherwise comply with, this Article 11.

Appointment; Acceptance. At the Closing and by operation of this Agreement, Dan ▇▇▇▇ ▇▇▇ Alle▇ ▇▇▇▇▇▇▇, ▇▇d each of them, and each of their successorshis successors (the “Representative”), acting as hereinafter provided, are is fully authorized and empowered to act for and on behalf of the Company Stockholders Stockholders, and any of them, as their attorney-in-fact in connection with the transactions and agreements contemplated by this Agreement with respect to (ia) matters prior to the Closing Date, as specified herein, and (iib) matters subsequent to the Closing Date (each a "STOCKHOLDERS' REPRESENTATIVE")Date, and acknowledge that such appointment is coupled with an interest and is irrevocable. In this regard (ai) each Stockholder's the Representative shall have full and complete authorizationauthorization and authority, on behalf of the Company Stockholders to authorize the Stockholders' Representative , (iA) to dispute or to refrain from disputing any claim made by Parent under this Agreement and the Merger DocumentsEscrow Agreement, (iiB) to negotiate and compromise any dispute which may arise under, and to exercise or refrain from exercising remedies available under this Agreement and the Merger Documents Escrow Agreement and to sign any release or other document with respect to such dispute or remedy, and (iiiC) to give such instructions and to do such other things and refrain from doing such other things as the Stockholders' Representative shall deem necessary or appropriate to carry out the provisions of the Merger Documents, (iv) to waive any condition to the Closing, and (v) to agree in his discretion with Parent to amend this Agreement from time to timeand the Escrow Agreement, including authorizing the retention or disbursement of the Escrow Amount; and (bii) all of the Company Stockholders shall be bound by all agreements and determinations made by and documents executed and delivered by either of the Stockholders' Representatives Representative under this Agreement and the Merger DocumentsEscrow Agreement. By executing this Agreement under Agreement, the heading "Stockholders' Representatives," Dan ▇▇▇▇ ▇▇▇ Alle▇ ▇▇▇▇▇▇▇ ▇▇▇h Representative hereby (iy) accepts his appointment and authorization to act as Stockholders' Representatives the Representative as attorney-in-fact and agent on behalf of the Company Stockholders in accordance with the terms of this Agreement, and (iiz) agrees to perform his obligations under, and otherwise comply with, this Article 11Section 9.12.