Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, Sellers hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and engage Capvis IV, and Capvis IV hereby accepts to be appointed and engaged, as the Sellers’ common representative and agent (the “Sellers’ Agent”), who shall be to act on the Sellers’ representative and attorney-in-fact behalf for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellerscertain specific purposes as expressly provided in this Agreement, including including, without limitation, to amend this Agreementin connection with (i) Leakage Claim, to give (ii) the indemnification procedure, as set forth in Article 9.3.3, (iii) the preparation and receive notices delivery of, and communicationsengaging in negotiations related to, waivers any Objection Notice delivered under Section 13(b)(ii); and consents under this Agreement(iv) the initialization, to act on behalf of the Sellers with respect to any matters arising under this Agreementand for recognition purposes, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment pages, schedules and annexes of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent Agent: (i) shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith have such powers and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties authority as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers functions assigned to it under this Agreement; (ii) shall severally and pro-rata, in accordance with their respective pro-rata share have no obligation to act on behalf of the Purchase PriceSellers, indemnify except as expressly provided herein; (iii) shall have no liability vis-à-vis Purchaser with respect to the actions taken or omitted to be taken in its capacity as Sellers’ Agent Agent, except in case of fraud, willful intent (dolo) or gross negligence (colpa grave); (iv) shall be entitled to engage such counsels, experts and hold him harmless other agents and consultants as it may deem necessary in connection with exercising its powers and authority and performing its functions hereunder and shall be entitled to conclusively rely on the opinions and advice of such Persons; (v) shall be entitled to indemnification from the Sellers against any loss, liability or expense incurred without gross negligence expenses arising out of actions taken or bad faith on omitted to be taken in its capacity as the part Sellers’ Agent, including the costs and expenses of investigation and defense of claims. (c) Each Seller undertakes: (i) to execute and deliver to the Sellers’ Agent any instruments – including, by way of mere example, an appropriate and arising out duly notarized power of or attorney – as may be necessary, under applicable Laws, to vest in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share all rights, powers and authority to carry out, in the name and on behalf of the Sellers, the activities provided in this Section 14.3; and (ii) to ratify and approve any reasonable and documented costs or expenses (including attorneys’ fees) incurred such activities carried out by the Sellers’ Agent acting in pursuing a dispute pursuant this Agreementsuch capacity. (cd) A decision, act, consent Purchaser hereby expressly acknowledges and accepts Capvis IV’s appointment and engagement as Sellers’ Agent and that such appointment and engagement shall not increase Capvis IV’s liability as Seller under this Agreement or instruction modify or affect the nature of any of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised except in case of fraud, willful intent (dolo) or otherwise taken, shall be a power vested in the Sellers’ Agentgross negligence (colpa grave).

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The SellersAs soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, pursuant the Company shall appoint an agent reasonably acceptable to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Sellers and Parent (the Sellers’ “Sellers Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority ”) to act as agent for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, Sellers with the exclusive authority to give and receive notices and communications, waivers and consents under communications pursuant to the terms of this Agreement, to act on behalf of the Sellers ARTICLE XII solely with respect to any matters arising under this Agreementindemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Buyer Parent Indemnified Parties of cash and other propertythe Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits take legal actions and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, indemnification claims by the Parent Indemnified Parties that will or proceedingsmay be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers’ Sellers Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the Sellers’ foregoing, the Sellers Agent may not be removed unless Sellers holding the right shall have no power or authority to receive a majority take any of the Purchase Price (“Sellers Majority”) agree to such removal and foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majorityapplicable Parent Indemnified Parties. No bond shall be required of the Sellers’ Sellers Agent, and the Sellers’ Sellers Agent shall not receive no compensation for its servicesservices rendered. Notices or communications to or from the Sellers’ Sellers Agent shall constitute notice to or from each of the Sellers during solely with respect to indemnification claims by the term Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the Agreementapplicable Parent Indemnified Parties. (b) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Sellers Agent shall not be liable for any act done or omitted hereunder in his capacity as Sellers Agent, except to anyonethe extent it has acted with gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence that he did not act with gross negligence or willful misconduct. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The other Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, not jointly indemnify the Sellers’ Sellers Agent and hold him it harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Sellers Agent and arising out of or in connection with the acceptance or administration of his the duties under this Agreement. Specificallyhereunder, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of including any reasonable out-of-pocket costs and documented expenses and legal fees and other legal costs or expenses (including attorneys’ fees) reasonably incurred by the Sellers Agent (“Outstanding Sellers Agent Expenses”). If not paid directly to the Sellers Agent by the Sellers’ , such losses, liabilities or expenses may be recovered by the Sellers Agent in pursuing a dispute from the Escrow Shares (if any) that otherwise would be distributed to the Sellers following the Initial Indemnity Escrow Release Date after giving effect to, and satisfaction of, all claims for indemnification made by the Parent Indemnified Parties pursuant this Agreementto ARTICLE XII, and such recovery (if any) of Outstanding Sellers Agent Expenses from such Escrow Shares will be made from the Sellers according to their respective pro rata shares of the Seller Consideration. (c) A decision, act, consent or instruction of the Sellers’ Sellers Agent shall constitute a decision, act, consent or instruction from decision of all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer , and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Sellers’ Sellers Agent as being the decision, act, consent or instruction of every such Sellereach of the Sellers. The Buyer is Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by it them in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellersa. Each Seller hereby irrevocably nominates, pursuant to this Agreement, hereby appoint Mconstitutes and appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under exemption from the restrictions set forth in section 181 of the German Civil Code (BGB) as the agent and true and lawful attorney in fact of Sellers (the “Sellers’ Agent”), with full power of substitution, to act in the name, place and stead of Sellers for purposes of executing any documents and taking any actions that Sellers’ Agent may, in his sole discretion, determine to be necessary, desirable or appropriate in connection with this Agreement or the Escrow Agreement. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby accepts his appointment as Sellers’ Agent. b. Each Seller hereby grants to Sellers’ Agent full authority to execute, deliver, acknowledge, certify and file on behalf of Sellers (in the name of any or all of Sellers or otherwise) any and all documents that Sellers’ Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as Sellers’ Agent may, in his sole discretion, determine to be appropriate, in performing his duties as contemplated by Section 12.2(a). Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall be entitled to: (i) deal exclusively with Sellers’ Agent on all matters relating to this Agreement or the Escrow Agreement; and (ii) rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller by Sellers’ Agent, who and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Agent, as fully binding upon such Seller. ▇. ▇▇▇▇▇▇▇ recognize and intend that the power of attorney granted in Section 12.2(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by Sellers’ Agent; and (iii) shall survive the death or incapacity of Sellers. d. If Sellers’ Agent shall die, become disabled, resign or otherwise be unable to fulfill his responsibilities hereunder, Sellers holding a majority of the Seller Shares as determined on the basis of the shareholding of all Sellers at the date of this Agreement (herein the “Majority of Sellers”) shall, within thirty days after such death, disability or resignation, appoint a successor to Sellers’ Agent and immediately thereafter notify Purchaser of the identity of such successor. If the Sellers do not appoint a successor Sellers’ Agent within such thirty days, Purchaser in its sole discretion shall appoint a Sellers’ Agent and shall notify the Sellers of such appointment. Any such successor shall succeed Sellers’ Agent as Sellers’ Agent hereunder. If for any reason there is no Sellers’ Agent at any time, all references herein to Sellers’ Agent shall be the deemed to refer to Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations may resign as the Sellers’ Agent hereunderat any time by providing written notice of intent to resign to each Seller and Purchaser, and which resignation shall be effective upon the earlier of (Bi) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) calendar days prior following delivery of such written notice to and (ii) the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval appointment of a Sellers Majority. No bond shall be required successor by Majority of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) e. The Sellers’ Agent shall not incur any liability with respect be liable to any action taken or suffered by him of the Sellers for any act done or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgmentfaith. The Sellers’ Agent mayshall only have the duties expressly stated in this Agreement and shall have no other duty, in all questions arising hereunderexpress or implied. The Sellers’ Agent may engage attorneys, rely on the advice of counsel accountants and other professionals and for anything done, omitted or suffered experts. The Sellers’ Agent may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and as between the Sellers’ Agent and the Sellers, any action taken by the Sellers’ Agent based on such advice and reliance shall be deemed conclusively to have been taken in good faith. f. All expenses incurred by Sellers’ Agent in connection with the performance of his duties as Sellers’ Agent shall not be liable to anyone. The borne and paid exclusively by Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇Each Seller and each Owner severally appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be the Sellers’ representative Agent and true and lawful attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of Seller and each Owner and authorizes and empowers the Sellers, including without limitation, ’ Agent to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to (a) agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits demand arbitration and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards of arbitrators with respect to, any disputes, controversies or claims, (b) make, give, receive or enter into any approval, waiver, request, consent, settlement, agreement, notice, instruction or other communication on behalf of courtseach of the Seller or any Owner as each could do for himself, mediators herself or itself under this Agreement or any other Transaction Document and arbitrators any other agreement entered into pursuant to or in connection with this Agreement, (c) take any other action (or to determine to refrain from taking any action) with respect thereto as the Sellers’ Agent may deem appropriate as if the Seller or Owner could not act for himself, herself or itself, all of which acts shall be binding on the all the Sellers and all the Owners; and (d) execute and deliver all instruments and documents of every kind incidental to the foregoing with the same effect as if such suits, claims Seller or proceedings, such Owner had executed and to take all actions necessary delivered such instruments and documents personally. Each Seller and each Owner recognize and intend that the power of attorney granted in this Section 10.09 is coupled with an interest and is irrevocable and may not be delegated by the Sellers’ Agent. In addition: (x) upon the death or appropriate in the judgment incapacity of the Sellers’ Agent for the accomplishment Agent, a majority-in-interest of Sellers and Owners (as measured by receipt of the foregoing. In addition Purchase Price) shall have the right to appoint a successor Sellers’ Agent; and in furtherance (y) upon the voluntary resignation of the foregoingSellers’ Agent, the Sellers’ Agent must appoint a replacement Sellers’ Agent; but in each case such successor or replacement Sellers’ Agent must be reasonably acceptable to Purchaser. If no successor is appointed pursuant to this Section 10.09 within 30 days, then Purchaser shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the appoint a replacement Sellers’ Agent hereunder, and (B) the interests of the Sellers under to serve as described in this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive no compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term and each of the Agreement. (b) The Owners. Each Owner hereby irrevocably agrees to be bound by all steps, actions and failures to act of the Sellers’ Agent shall not incur in accordance with the provisions of this Agreement, including in connection with any liability with respect to any action taken settlement or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith compromise entered into by the Sellers’ Agent based on such advice and behalf of any Seller or any Owner. For the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreementavoidance of doubt, and no covenants or obligations Purchaser shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him entitled to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against rely upon (without any loss, liability further enquiry) any action or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses inaction (including attorneys’ feesapproval, waiver, request, consent, settlement, instruction or other communication) incurred made by the Sellers’ Agent in pursuing a dispute pursuant his or her exercise of his or her right/duties under this Agreement. (c) A decisionSection 10.09. In addition, actPurchaser may at its absolute discretion directly communicate with any, consent some or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon or any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability Owner with respect to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers matter under this Agreement, to be exercised or otherwise taken, shall be a power vested in Agreement as it deems fit without consulting with the Sellers’ Agent.

Seller’s Agent. (a) The For the purposes of this Agreement, each Seller shall hereby appoint Sagard SAS (the “Sellers’ Agent”), who accepts, as its representative, in its name and on its behalf, under the circumstances provided in this Agreement, to sign and negotiate all documents required for the completion of the Acquisition as well as any amendment to this Agreement entered into in accordance with Clause 15.4 (Amendment - Waiver) to make and receive all notices and to make all communications or declarations, to contest and settle any and all claims for indemnification pursuant to Clause 9, to resolve any other disputes hereunder or thereunder, to receive all payments which are to be made pursuant to this Agreement or as a consequence thereof, to, or on behalf of, the Sellers, act as agent for service of process and representative before any court or tribunal. For the purposes of this Agreement, each Seller shall hereby also appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall accepts as its representative, in its name and on its behalf, under the circumstances provided in this Agreement to receive the Purchase Price, the Convertible Bonds Purchase Price as well as allocate among the Sellers any and all payments to be made by the Buyer pursuant to Clause 3. (b) Any notification to the Sellers’ representative and attorney-in-fact for Agent shall thus be deemed to have been made to each Seller. of the Sellers. (c) The Sellers’ Agent shall have promptly keep informed the authority Sellers or, as the case may be, their true and lawful attorney, of any information regarding the Acquisition and more generally, of any action performed to act for their benefit and on their behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer effect of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, carrying out the Acquisition and to comply with orders of courts promptly deliver them all documents necessary for their personal needs and awards on behalf of courtsadministrative, mediators and arbitrators with respect to such suits, claims tax or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreementbanking issues. (bd) The Sellers’ Agent shall not incur bear any liability with respect whatsoever to any action taken or suffered by him or omitted hereunder as the Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties its capacity as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power agent of the Sellers under this Agreement, . (e) Should Sagard SAS be unable to be exercised or otherwise taken, shall be a power vested in perform its duties to act as the Sellers’ Agent, for any reason whatsoever, the Sellers’ Agent will be appointed among the Sellers by the Sellers. If the Sellers do not reach an agreement within 30 (thirty) days of the date Sagard SAS has ceased to perform its duties as Sellers’ Agent, then the Sellers’ Agent shall be appointed among the Sellers by the President of the Commercial Court of Paris ruling in summary form (statuant en référé), such ruling being unchallengeable in appeal.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇▇ ▇▇") shall act as agent -------------- ("Sellers' Agent") for the Sellers for purposes of this Agreement and shall act and perform such duties in accordance with the terms of this Agreement. Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ ' Agent shall have the authority exclusive right and power to represent, act for on behalf of, waive or modify and negotiate settlements of all matters on behalf of each Sellers which may arise before or after the Closing Date in connection with the transactions contemplated by this Agreement. Sellers shall be bound by any such settlements, representations, actions, waivers or modifications, or other matters agreed to by Sellers' Agent. Delivery or disclosure to Sellers' Agent of any documents, reports, information, notices or communications permitted or required to be furnished to Shareholders pursuant to this Agreement shall be deemed for all purposes of this Agreement to have been, or to be furnished to all of Shareholders by delivery to Sellers' Agent. Buyer shall have no obligation to question the authority of Sellers' Agent and shall have no liability to any Shareholders or Sellers' Agent for any action taken in good faith in reliance on or in accordance with written instructions from Sellers' Agent. In the event the original Sellers' Agent named herein shall resign, die, or be unable to act or continue to act or refuse to act as Sellers' Agent, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ shall serve as Sellers' Agent. The successor Sellers' Agent shall have all of the rights and powers as the Sellers, including without limitation, ' Agent herein conferred upon the original Sellers' Agent. It is specifically agreed that Buyer shall only be required to amend this Agreement, to give deal with Sellers' Agent and receive notices and communications, waivers and consents under this Agreement, to act on behalf not with any of the Sellers with respect to any matters arising under this AgreementShareholders individually. Specifically, to authorize delivery to but without limiting the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance generality of the foregoing, Buyer shall not be required to furnish any reports or information to, give any notices to, or obtain any consents from, any Shareholders. In addition, except to the extent that Sellers’ ' Agent is prevented or prohibited from doing so and except as otherwise provided herein, only Sellers' Agent shall have the right or power to (i) employ accountants, attorneys and other professionals on behalf exercise any of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests rights or remedies provided for herein or in any of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency Ancillary Agreements which may be changed exercised or undertaken by the Sellers from time Shareholders. Accordingly, no Shareholders shall be entitled to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed exercise any rights or remedies unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted extent that Sellers’ Agent' Agent is prevented or prohibited from doing so. Any vacancy in the position of the Sellers’ Agent Buyer may be filled by approval of a Sellers Majority. No bond rely and shall be required of the protected in acting or refraining from acting upon any certificate, statement, notice, request, direction or consent received by Buyer from Sellers’ ' Agent, and the Sellers’ Agent Buyer shall not receive compensation for its services. Notices have no duty or communications obligation to determine whether any Member or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent shall not incur any liability with respect other person has consented to any action taken or suffered by him or omitted hereunder as such communication to Buyer from Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ ' Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Agent, who Mr. Arad Naveh shall be the constituted and appointed as agent ("Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act ' Agent") for and on behalf of each the Sellers to enter into the Escrow Agreement for himself and on behalf of the other Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to Acquiror of the Buyer cash or other assets from the Escrow Fund in satisfaction of cash and other propertyclaims by Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits demand arbitration and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedingsclaims, and to take all actions necessary or appropriate in the judgment of the Sellers’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers holders of a majority in interest of the Escrow Fund from time to time upon not less than thirty (30) days 10 days' prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers MajorityAcquiror. No bond shall be required of the Sellers’ ' Agent, and the Sellers’ ' Agent shall not receive no compensation for its his services. Notices or communications to or from the Sellers’ ' Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSellers. (b) The Sellers’ ' Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Sellers’ ' Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on and any act done or omitted pursuant to the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers conclusive evidence of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligationssuch good faith. The Sellers shall jointly and severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ ' Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreementhereunder. (c) A decisionThe Sellers' Agent shall have reasonable access to information about Target and the reasonable assistance of Target's officers and employees for purposes of performing its duties and exercising its rights hereunder, act, consent or instruction of provided that the Sellers’ ' Agent shall constitute treat confidentially and not disclose any nonpublic information from or about Target to anyone (except on a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agentinformation confidentially).

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ AgentAgent is hereby appointed as agent, who shall be the Sellers’ representative proxy, and attorney-in-fact for for, and on behalf of, each Seller. The Seller with regard to all purposes under this Agreement, including the Related Instruments, such that Sellers’ Agent shall have the full power and authority to act for and consummate the Transaction on behalf of each of the Sellers, including without limitationperform all post-Closing matters related thereto, and do any and all things, and take any and all actions, that Sellers’ Agent, in Sellers’ Agent’s sole discretion, may consider necessary, proper, or convenient in connection with, or to amend this Agreementcarry out, to the Transaction. Without limiting the foregoing sentence, Sellers’ Agent is fully empowered and authorized to: (i) receive and disburse all payments, (ii) give and receive notices and communications, waivers and consents under this Agreement, to act other communications on behalf of the Sellers with respect to any matters arising under this Agreementall Sellers, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to (iii) agree to, negotiate, enter into settlements settlements, compromises, and compromises any other resolutions of, demand arbitration of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation comply with court orders and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, indemnification and other claims by or proceedings, and to take all actions necessary or appropriate in against any Seller. Sellers agree that the judgment appointment of the Sellers’ Agent for is coupled with an interest and shall be irrevocable, except to the accomplishment extent, if any, provided otherwise by any applicable Law. Any decision, act, consent, waiver, or instruction of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent relating to this Agreement, including the Related Instruments, or any matter arising thereunder or related thereto shall have the right to (i) employ accountants, attorneys and other professionals on behalf constitute a decision of all of the Sellers, jointly and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunderseverally, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding binding, and conclusive upon each of them, and shall survive the death, incapacity, bankruptcy, dissolution, or liquidation of any Seller or the Sellers’ Agent. The Buyer and the other Indemnitees may rely upon any such decision, act, consent consent, waiver, or instruction of the Sellers’ Agent as being the decision, actconsent, consent waiver, or instruction of each and every such Seller. The Buyer is and the other Indemnitees are hereby relieved from any all liability to any person Person for any acts done by it them in accordance with any such decision, actconsent, consent waiver, or instruction of the Sellers’ Agent. In furtherance of the foregoingSellers shall, any reference to a power of the Sellers under this Agreementjointly and severally, to be exercised or otherwise takenindemnify, shall be a power vested in the defend, and hold Sellers’ AgentAgent harmless from any and all actions taken by Sellers’ Agent in good faith.

Seller’s Agent. (ai) The Sellers, pursuant to this Agreement, hereby appoint M▇O▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority all of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval by those Sellers who hold or held a majority of a Sellers Majoritythe Target Equity prior to the Closing. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (bii) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (ciii) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent. (iv) At Closing, Buyer shall deposit by wire transfer of immediately available funds to the account designated by the Sellers’ Agent an amount equal to $200,000 (the “Sellers’ Agent Expense Amount”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Agent for his obligations in connection with this Agreement and the transactions contemplated hereby. The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, as and when determined by the Sellers’ Agent in his sole discretion.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is hereby appointed, authorized and empowered to act as the representative of the Sellers hereunder, with full power of substitution, to the extent and in the manner set forth in this Agreement, and Sellers’ Agent, who shall be by his signature below, agrees to serve in such capacity. Each Seller hereby designates the Sellers’ Agent as the representative of the Seller for purposes of this Agreement, and attorney-in-fact for each approval of this Agreement by such persons shall constitute ratification and approval of such designation on the terms set forth herein. Such designation and appointment is irrevocable by action of any Seller. The All decisions, actions, consents and instructions by the Sellers’ Agent with respect to this Agreement shall be binding upon all of the Sellers with respect to their interests as Sellers. Buyer shall be entitled to rely on any decision, action, consent or instruction of the Sellers’ Agent as being the decision, action, consent or instruction of the Sellers, and Buyer is hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as Sellers’ Agent, the Sellers’ Agent shall have the authority to act for be authorized and empowered, as agent of and on behalf of each of the all Sellers (only with respect to their interests as Sellers, including without limitation, to amend this Agreement), to give and receive notices and communications, waivers and consents under this Agreementcommunications as provided herein, to act on behalf administer the provisions of this Agreement (including the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer provisions of cash and other propertyArticle IX), to object (or refrain from objecting) to such deliveriesany claims, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits demand arbitration and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to waive after the Closing any breach or default of Buyer of any obligation to be performed by it under this Agreement, to receive service of process on behalf of courtseach Seller in connection with any claims against such Seller arising under or in connection with this Agreement, mediators any document or instrument provided for hereby or any of the transactions contemplated hereby or under any Transaction Document, to engage attorneys, accountants, agents or consultants in connection with the performance of any of its duties, obligations or rights, and arbitrators with respect to such suits, claims or proceedingspay any fees related thereto, and to take all other actions necessary that are either (i) necessary, appropriate or appropriate desirable in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and foregoing or (ii) incur and pay all costs and expenses related to (A) specifically mandated by the performance terms of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSellers, other than Buyer. (b) The Sellers’ Agent shall not incur may resign at any liability with respect to any action taken time, and in the event of the death, incapacity or suffered by him or omitted hereunder as resignation of the Sellers’ Agent, a new Sellers’ Agent while acting shall be appointed by the vote or written consent of Sellers holding a majority of the Shares immediately prior to the Closing. Notice of such vote or a copy of the written consent appointing such new Sellers’ Agent shall be sent to Buyer and, after the Closing, to the Company, such appointment to be effective upon the later of the date indicated in good faith such consent and in the exercise date such consent is received by Buyer and, after the Closing, the Company; provided that until such notice is received, Buyer and the Company, as applicable, shall be entitled to rely on the decisions, actions, consents and instructions of reasonable judgmentthe prior Sellers’ Agent as described herein. The Sellers’ Agent maymay charge a reasonable fee for his, in her or its services; provided, that all questions arising hereunder, rely on the advice of counsel fees and other professionals and for anything done, omitted or suffered in good faith expenses incurred by the Sellers’ Agent based on such advice in performing his, her or its duties hereunder (including legal fees and expenses related thereto) and any indemnification in favor of the Sellers’ Agent shall be borne by the Sellers pro rata in accordance with their proportion of the total Shares. (c) In dealing with this Agreement and any notice, instrument, agreement or document relating hereto, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Agent hereunder, (i) the Sellers’ Agent and his, her or its agents, counsel, accountants and other representatives shall not assume any, and shall not incur any, responsibility whatsoever (in each case, to the extent permitted by applicable Law) to any Seller, Buyer, or the Company, including by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any such other agreement, instrument or document, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted fraud, willful misconduct or intentional misrepresentation, and (ii) the Sellers’ Agent shall be liable entitled to anyonerely in good faith on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Sellers’ Agent pursuant to such advice shall in no event subject the Sellers’ Agent to liability to any Seller, Buyer or the Company. Except in cases where a court of competent jurisdiction has made such a finding, the Sellers shall on a pro rata basis (based on each such Seller’s Shares) indemnify, defend and hold harmless the Sellers’ Agent, its Affiliates and Representatives from and against any and all Losses and liabilities arising out of and in connection with his or its activities as the Sellers’ Agent under this Agreement or otherwise. (d) The Sellers’ Agent undertakes to perform such shall not have any duties and only such duties as are specifically or responsibilities other than those expressly set forth in this Agreement, and no covenants implied covenants, functions, responsibilities, duties or obligations liabilities shall be implied under read into this Agreement or shall otherwise exist against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the . The Sellers’ Agent determined shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rataCompany, in accordance with their respective pro-rata share of the Purchase Priceany Seller, indemnify the Sellers’ Agent and hold him harmless against or Buyer, or any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred other evidence deemed by the Sellers’ Agent to be reliable. The Sellers’ Agent may seek the advice of legal counsel in pursuing a the event of any dispute pursuant or question as to the construction of any of the provisions of this AgreementAgreement or any other Transaction Document or its duties hereunder or thereunder, and it shall incur no liability in its capacity as Sellers’ Agent to Buyer or any Seller and shall be fully protected with respect to any action taken, omitted or suffered by it in accordance with the advice of such counsel. (ce) A decisionThe grant of authority provided for in this (i) is coupled with an interest and is being granted, actin part, consent as an inducement to Buyer to enter into this Agreement, and shall be irrevocable and survive the dissolution, liquidation or instruction bankruptcy of the Company or the death, incompetency, liquidation or bankruptcy of any Seller, shall be binding on any successor thereto and (ii) shall survive the assignment by any Seller of the whole or any portion of his, her or its interest hereunder. (f) In connection with the performance of its obligations hereunder, the Sellers’ Agent shall constitute a decisionhave the right, actat any time and from time to time to select and engage, consent or instruction from all of at the Sellers cost and shall be final, binding and conclusive upon each expense of the Sellers. The Buyer , attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as it may rely upon any such decision, act, consent deem necessary or instruction desirable and incur other out-of-pocket expenses related to performing its services hereunder. (g) All of the immunities and powers granted to the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement shall survive the Closing and/or any termination of this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ ' Agent shall have the authority to act for and on behalf of each Seller and Stockholders to make all decisions, determinations and agreements with respect to the Final Working Capital Statement, the Contingent Additional Consideration and any post-closing payments provided for under Article II, and to make claims for indemnification on behalf of the Sellers, including without limitationSeller and Stockholders or to accept responsibility for claims for indemnification made against Seller and Stockholders pursuant to this Agreement, to amend this release Closing Phoenix Shares or other assets held in escrow pursuant to the Escrow Agreement, to give and receive notices and communications, waivers communications on behalf of Seller and consents under Stockholders as set forth in this Agreement, to act on behalf of the Sellers with respect waive conditions to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, Closing and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, terminate this Agreement and to otherwise take all actions necessary or appropriate in the judgment of the Sellers’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ ' Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ ' Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Seller and each Stockholder. Sellers’ ' Agent shall not incur be liable to Seller or Stockholders for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Sellers’ ' Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on and any act done or omitted pursuant to the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers conclusive evidence of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligationssuch good faith. The Sellers Seller and Stockholders shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ ' Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreementhereunder. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ ' Agent shall constitute a decision, act, consent or instruction from decision of Seller and all of the Sellers Stockholders and shall be final, binding and conclusive upon Seller and each of the Sellers. The Stockholders, and Buyer and Phoenix may rely upon any such decision, act, consent or instruction of the Sellers’ Seller's Agent as being the decision, act, consent or instruction of each and every such Seller. The Sellers' Agent shall have the right to assign his rights, powers and obligations hereunder to such other Person as shall be acceptable to Seller and all Stockholders. Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ ' Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be constituted and appointed as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ 's Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, Seller to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to Purchaser of the Buyer cash from the Escrow Fund in satisfaction of cash and other propertyclaims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits demand arbitration and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedingsclaims, and to take all actions necessary or appropriate in the judgment of the Sellers’ Seller's Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Seller's Agent may resign upon thirty (30) days prior written days' notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right parties to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majoritythis Agreement. No bond shall be required of the Sellers’ Seller's Agent, and the Sellers’ Seller's Agent shall not receive no compensation for its his services. Notices or communications to or from the Sellers’ Seller's Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSeller. (b) The Sellers’ Seller's Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Sellers’ Seller's Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on and any act done or omitted pursuant to the advice of counsel and other professionals and for anything done, omitted or suffered in shall be conclusive evidence of such good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyonefaith. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations Seller shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Seller's Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Seller's Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreementhereunder. (c) A decision, act, consent or instruction of the Sellers’ The Seller's Agent shall constitute have reasonable access to information about Seller and the reasonable assistance of Seller's officers and employees for purposes of performing its duties and exercising its rights hereunder, provided that the Seller's Agent shall treat confidentially and not disclose any nonpublic information from or about Seller to anyone (except on a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agentinformation confidentially).

Seller’s Agent. (ai) The SellersEach of the Sellers hereby irrevocably appoints M. Druon Note (hereinafter referred to as, pursuant together with his successors, the "SELLERS' AGENT") as his or her Agent and attorneys-in-fact to take any action required to be taken by the Sellers under the terms of this Agreement, hereby including, without limiting the generality of the foregoing, the giving and receipt of any notices to be delivered or received by or on behalf of any or all of the Sellers and the right to waive, modify or amend any of the terms of this Agreement, and agrees to be bound by any and all actions taken by such Sellers' Agent on her/his behalf. The Buyer shall be entitled to rely exclusively upon any communications given by the Sellers' Agent, and the Buyer shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications made by the Sellers' Agent, as the case may be. The Buyer shall be entitled to disregard any notices or communications given or made by the Sellers unless given or made through the Sellers' Agent. (ii) In the event of the death or incapacity of the Sellers' Agent or his inability to perform his functions hereunder, the Sellers shall promptly appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ another person to serve as the Sellers’ ' Agent, who . Such appointment shall be deemed to have been made when the Sellers’ representative identity of the new Agent has been communicated to the Buyer in writing. (iii) The manner and form by which the Sellers shall decide upon any new agent and attorney-in-fact for each Sellerand the manner in which such decisions are to be communicated to the Sellers shall be decided solely by the Sellers. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofrecognize, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, howeverhereby acknowledge, that the Sellers’ ' Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy has an interest in the position subject matter of this Agreement and that the appointment of such Agent as the Sellers’ ' Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreementconstitutes an irrevocable power-of-attorney coupled with an interest. (biv) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall jointly and severally indemnify and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify hold harmless the Sellers’ ' Agent from and hold him harmless against any loss, liability loss or expense incurred without gross negligence cost which he may sustain or bad faith on the part of incur while acting as Sellers' Agent except that the Sellers’ ' Agent shall bear his own liability and expense arising out of activities that are fraudulent or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreementgrossly negligent. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be constituted and appointed as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ ' Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, Sellers to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to Purchaser of the Buyer cash from the Escrow Fund in satisfaction of cash and other propertyclaims by Purchaser, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits demand arbitration and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedingsclaims, and to take all actions necessary or appropriate in the judgment of the Sellers’ ' Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers holders of a majority in interest of the Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Purchaser. The Sellers' Agent may resign upon thirty (30) days prior written days' notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right parties to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majoritythis Agreement. No bond shall be required of the Sellers’ ' Agent, and the Sellers’ ' Agent shall not receive no compensation for its his services. Notices or communications to or from the Sellers’ ' Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSeller. (b) The Sellers’ ' Agent shall not incur be liable for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Sellers’ ' Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on and any act done or omitted pursuant to the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers conclusive evidence of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligationssuch good faith. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ ' Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ ' Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreementhereunder. (c) A decisionThe Sellers' Agent shall have reasonable access to information about Seller and the reasonable assistance of Sellers' officers and employees for purposes of performing its duties and exercising its rights hereunder, act, consent or instruction of provided that the Sellers’ ' Agent shall constitute treat confidentially and not disclose any nonpublic information from or about Sellers to anyone (except on a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any need to know basis to individuals who agree to treat such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agentinformation confidentially).

Seller’s Agent. (a) 24.1 The Sellers, pursuant to this Agreement, Sellers hereby irrevocably appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be accepts this appointment as agent, (a) to give and receive all notices and other documents under this Agreement, (b) to give all consents, to handle, dispute, settle or otherwise deal with any and all claims against the Sellers under this Agreement, (c) to pay, on behalf of the Sellers, the fees and costs of the advisers to the Sellers appointed by the Sellers’ representative Agent and attorneyrelating to the preparation, negotiation and implementation of the transactions contemplated in this Agreement, (d) to (if such amendment is likely to disproportionally affect the rights and obligations of the Direct Investors or Private Investors, only after having received the prior written approval of Direct Investor I, such approval not to be unreasonably withheld or delayed) amend this Agreement, provided that (i) such amendment does not directly reduce the amount of the Purchase Price to be received by any Seller, (ii) otherwise applies equally to all Sellers, and (iii) does not require any Seller to enter into non-in-fact for complete undertakings and (e) more generally, to exercise the rights and fulfil all obligations of the Sellers on their behalf under this Agreement. 24.2 It is understood that any act or decision taken by the Sellers’ Agent shall bind the Sellers, provided that such decision applies to each SellerSeller on the same basis. The Sellers’ Agent shall have be entitled to be reimbursed by the authority other Sellers for all reasonable costs and expenses incurred by them in such capacity pro rata to act for and on behalf of each their share of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Purchase Price. 24.3 The Sellers’ Agent shall have inform the right Sellers as soon as reasonably practicable of any notices they receive from the other Parties pursuant to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the this Agreement. 24.4 The Sellers’ Agent hereunder, and (B) shall not bear any liability whatsoever to the interests other Parties in its sole capacity as agent of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, ’ Agent is hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ constituted and appointed as the Sellers’ Agent, who shall be the Sellers’ representative agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, Sellers and shall have full power and authority to amend this Agreement, do the following: (i) to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers communications with respect to any matters arising under the Offset Right; (ii) to authorize recovery by Buyer through the Offset Right in satisfaction of claims as contemplated by this Agreement, to authorize delivery to the Buyer of cash and other property, ; (iii) to object to such deliveries, recovery; (iv) to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courtsa court with respect to, mediators and arbitrators claims by Buyer with respect to such suitsthe Offset Right or the Earn-Out Shares; (v) to waive, claims settle or proceedings, compromise any and all rights of Sellers with respect to the delivery (or non-delivery) of any portion of the One Year Shares or the Earn-Out Shares; (vi) to participate in any procedures or proceedings as contemplated in this Agreement; (vii) to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance any of the foregoing, the Sellers’ Agent shall have the right ; (viii) to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay take all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy actions necessary or appropriate in the position judgment of the Sellers’ Agent may to perform any other matters for which the Sellers’ Agent is provided authority in this Agreement; and (ix) to receive any portion of the One Year Shares or the Earn-Out Shares otherwise then eligible to be filled distributed to the Sellers and to use any portion thereof for purposes of paying the costs associated with any of the foregoing, it being the understanding and agreement of the parties that the expenses of the Sellers’ Agent and any expenses of the Sellers associated with any procedures or proceedings conducted by approval the Sellers’ Agent or collectively on behalf of a the Sellers Majority. pursuant to this Agreement shall be borne by the Sellers. (b) No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive no compensation for its servicesservices hereunder. Notices For those matters for which Sellers’ Agent is provided authority under this Agreement, notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSellers. (bc) The Sellers’ Agent shall not incur be liable to Sellers for any liability with respect to any action taken or suffered by him act done or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent mayjudgment on behalf of Sellers or Founders, in all questions arising hereunderas applicable, rely on and any act done or omitted pursuant to the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers conclusive evidence of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligationssuch good faith. The Sellers shall severally indemnify and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify hold the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his the duties under this Agreement. Specificallyof Sellers’ Agent hereunder. (d) The Sellers’ Agent shall, each Seller hereby agrees upon reasonable advance written notice from Sellers’ Agent to reimburse Buyer and during normal business hours of Buyer, have reasonable access to information about Buyer and the reasonable assistance of Buyer’s officers and employees for purposes of performing the duties and exercising the rights of Sellers’ Agent hereunder, provided that the Sellers’ Agent for his pro rata share of shall treat confidentially and not disclose any reasonable nonpublic information from or about Buyer to anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) Buyer and documented costs or expenses (including attorneys’ fees) incurred by each Seller acknowledge that the Sellers’ Agent may have a conflict of interest with respect to the duties as the Sellers’ Agent, and in pursuing a dispute pursuant this Agreementsuch regard the Sellers’ Agent has informed Buyer and each Seller that the Sellers’ Agent will act in the best interests of the Sellers or Founders, as applicable. (cf) The Sellers’ Agent may be replaced at any time by the Sellers holding more than fifty percent (50%) of the Pro Rata Percentage interests. (g) A decision, act, consent or instruction of the Sellers’ Agent with respect to the matters for which the Sellers’ Agent is provided authority in this Agreement shall constitute a decision, act, consent or instruction from decision of all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Seller, and Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such each Seller. The Buyer is hereby relieved from any liability to any person Person for any acts done by it Buyer in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, ’ Agent is hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ constituted and appointed as the Sellers’ Agent, who shall be the Sellers’ representative agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, Sellers and shall have full power and authority to amend this Agreement, do the following: (i) to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers communications with respect to any matters arising under the Offset Right; (ii) to authorize recovery by Buyer through the Offset Right in satisfaction of claims as contemplated by this Agreement, to authorize delivery to the Buyer of cash and other property, ; (iii) to object to such deliveries, recovery; (iv) to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courtsa court with respect to, mediators and arbitrators claims by Buyer with respect to such suitsthe Offset Right or the Hold-Back Shares; (v) to waive, claims settle or proceedings, compromise any and all rights of Sellers with respect to the delivery (or non-delivery) of any portion of the Hold-Back Shares; (vi) to participate in any procedures or proceedings as contemplated in this Agreement; (vii) to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance any of the foregoing, the Sellers’ Agent shall have the right ; (viii) to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay take all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy actions necessary or appropriate in the position judgment of the Sellers’ Agent may to perform any other matters for which the Sellers’ Agent is provided authority in this Agreement; and (ix) to receive any portion of the Hold-Back Shares otherwise then eligible to be filled distributed to the Sellers and to use any portion thereof for purposes of paying the costs associated with any of the foregoing, it being the understanding and agreement of the parties that the expenses of the Sellers’ Agent and any expenses of the Sellers associated with any procedures or proceedings conducted by approval the Sellers’ Agent or collectively on behalf of a the Sellers Majority. pursuant to this Agreement shall be borne by the Sellers. (b) No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive no compensation for its servicesservices hereunder. Notices For those matters for which the Sellers’ Agent is provided authority under this Agreement, notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the AgreementSellers. (bc) The Sellers’ Agent shall not incur be liable to the Sellers for any liability with respect to any action taken or suffered by him act done or omitted hereunder as the Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on and any act done or omitted pursuant to the written or oral advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers conclusive evidence of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligationssuch good faith. The Sellers shall severally indemnify and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify hold the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his the duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (c) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agenthereunder.

Seller’s Agent. (a) The SellersSellers hereby irrevocably nominate, pursuant to this Agreement, hereby constitute and appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ the Major Stockholder as the Sellers’ Agent, who shall be the Sellers’ representative agent and true and lawful attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the SellersSellers (the “Agent”), including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreementwith full power of substitution, to act on behalf in the name, place and stead of the Sellers with respect for purposes of executing any documents and taking any actions that the Agent may, in his sole discretion, determine to any matters arising under this Agreementbe necessary, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary desirable or appropriate in the judgment connection with any of the Sellers’ Agent for the accomplishment Transactional Agreements or any of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this AgreementTransactions. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time Major Stockholder hereby accepts his appointment as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Sellers hereby grant to the Agent shall not incur any liability with respect full authority to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith execute, deliver, acknowledge, certify and file on behalf of the Sellers (in the exercise name of reasonable judgment. The Sellers’ any or all of the Sellers or otherwise) any and all documents that the Agent may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as the Agent may, in his sole discretion, determine to be appropriate (including any closing certificates and any amendment to or waiver of rights under any of the Transactional Agreements). Notwithstanding anything to the contrary contained in any of the Transactional Agreements: (i) the Purchaser shall be entitled to deal exclusively with the Agent on all questions arising hereundermatters relating to the respective Transactional Agreements and the respective Transactions (including all matters relating to any notice to, or any Consent to be given or action to be taken by, any Seller); and (ii) each Indemnitee shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on the advice any document executed or purported to be executed on behalf of counsel and other professionals and for anything done, omitted or suffered in good faith any Seller by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this AgreementAgent, and no covenants on any other action taken or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him purported to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith taken on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share behalf of any reasonable and documented costs or expenses (including attorneys’ fees) incurred Seller by the Sellers’ Agent in pursuing a dispute pursuant this AgreementAgent, as fully binding upon such Seller. (c) A decision, act, consent The Sellers recognize and intend that the power of attorney granted in Section 7.1(a): (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Agent; and (iii) shall survive the death or instruction incapacity of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. . (d) The Buyer may rely upon Agent shall be entitled to treat as genuine, and as the document it purports to be, any letter, facsimile, telex or other document that is believed by his to be genuine and to have been telexed, telegraphed, faxed or cabled by a Seller or to have been signed and presented by a Seller. (e) If the Agent shall die, become disabled or otherwise be unable to fulfill his responsibilities hereunder, the Sellers shall (by vote of a majority in interest), within 10 days after such decisiondeath or disability or as soon as reasonably practicable thereafter, act, consent or instruction appoint a successor to the Agent and immediately thereafter notify the Purchaser of the Sellers’ identity of such successor. Any such successor shall succeed the Agent as being Agent hereunder. For purposes of a vote of a majority interest, if the decisionAgent shall die, actbecome disabled or otherwise be unable to vote his shares of stock hereunder, consent or instruction of every the Agent’s spouse shall be conclusively presumed to have full voting authority to vote such Sellerstock to appoint a successor to the Agent. The Buyer is hereby relieved from any liability to any person If for any acts done by it in accordance with such decisionreason there is no Agent at any time, act, consent or instruction of all references herein to the Agent shall be deemed to refer to the Sellers’ Agent. In furtherance . (f) All expenses incurred by the Agent in connection with the performance of his duties as Agent shall be borne and paid by the foregoingSellers, any reference to a power of the Sellers under unless provided otherwise in this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent.

Seller’s Agent. (ai) The Sellers, pursuant to this Agreement, hereby appoint M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as the Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority all of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval by those Sellers who hold or held a majority of a Sellers Majoritythe Target Equity prior to the Closing. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (bii) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement. Specifically, each Seller hereby agrees to reimburse the Sellers’ Agent for his pro rata share of any reasonable and documented costs or expenses (including attorneys’ fees) incurred by the Sellers’ Agent in pursuing a dispute pursuant this Agreement. (ciii) A decision, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall be final, binding and conclusive upon each of the Sellers. The Buyer may rely upon any such decision, act, consent or instruction of the Sellers’ Agent as being the decision, act, consent or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Agent. (iv) At Closing, Buyer shall deposit by wire transfer of immediately available funds to the account designated by the Sellers’ Agent an amount equal to $200,000 (the “Sellers’ Agent Expense Amount”) to be held in trust to cover and reimburse the fees and expenses incurred by the Sellers’ Agent for his obligations in connection with this Agreement and the transactions contemplated hereby. The Sellers’ Agent shall disperse to the Sellers the remaining balance of the Sellers’ Agent Expense Amount in accordance with the allocation schedule set forth on Schedule A, as and when determined by the Sellers’ Agent in his sole discretion.

Seller’s Agent. (a) The Sellers, pursuant to this Agreement, Each of the Sellers hereby appoint M▇irrevocably appoints ▇▇▇▇▇ ▇▇▇▇▇▇▇ Brook (herein called the "Sellers' Agent"), or any successor Sellers' Agent appointed in accordance with this Section 16.1 as the Sellers’ Agenthis, who shall be the Sellers’ representative her or its agent and attorney-in-fact for each Seller. The Sellers’ Agent shall have to take any action required or permitted to be taken by such Seller under the authority to act for and on behalf terms of each of the Sellers, including without limitation, to amend this Agreement, to give and receive notices and communicationsincluding, waivers and consents under this Agreement, to act on behalf of without limiting the Sellers with respect to any matters arising under this Agreement, to authorize delivery to the Buyer of cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such suits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance generality of the foregoing, the Sellers’ Agent shall have payment of expenses relating to the transactions contemplated by the Agreement, and the right to (i) employ accountantswaive, attorneys and other professionals on behalf modify or amend any of the Sellersterms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions taken by the Sellers' Agent on his or its behalf. In the event of the death or incapacity of Sellers' Agent, such person shall be replaced by Miles ▇. ▇▇▇▇▇▇▇ (iiautomatically and without any action by any Seller) incur who shall continue in that capacity. If at any time, neither of the persons named above is serving as Sellers' Agent, then Sellers' Agent shall be such person as may be named as such in a notice to Purchaser, executed by Sellers holding (or, if such time is after Closing, formerly holding) more than 50% of all shares of Stock listed on Annex 2. The Sellers agree jointly and pay severally to indemnify the Sellers' Agent from and against and in respect of any and all costs liabilities, damages, claims, costs, and expenses related expenses, including, but not limited to (A) the performance attorneys' fees, arising out of its duties and obligations or due to any action as the Sellers’ ' Agent hereunderand any and all actions, proceedings, demands, assessments, or judgments, costs, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice expenses incidental thereto, except to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, extent that the Sellers’ Agent may not be removed unless Sellers holding the right to receive a majority of the Purchase Price (“Sellers Majority”) agree to such removal and to the identity of the substituted Sellers’ Agent. Any vacancy in the position of the Sellers’ Agent may be filled by approval of a Sellers Majority. No bond shall be required of the Sellers’ Agent, and the Sellers’ Agent shall not receive compensation for its services. Notices same result from bad faith or communications to or from the Sellers’ Agent shall constitute notice to or from each of the Sellers during the term of the Agreement. (b) The Sellers’ Agent shall not incur any liability with respect to any action taken or suffered by him or omitted hereunder as Sellers’ Agent while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Agent may, in all questions arising hereunder, rely on the advice of counsel and other professionals and for anything done, omitted or suffered in good faith by the Sellers’ Agent based on such advice and the Sellers’ Agent shall not be liable to anyone. The Sellers’ Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no covenants or obligations shall be implied under this Agreement against the Sellers’ Agent; provided, however, that the foregoing shall not act as a limitation on the powers of the Sellers’ Agent determined by him to be reasonably necessary to carry out the purposes of his obligations. The Sellers shall severally and pro-rata, in accordance with their respective pro-rata share of the Purchase Price, indemnify the Sellers’ Agent and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers’ Agent and arising out of or in connection with the acceptance or administration of his duties under this Agreement' Agent. Specifically, each Seller hereby agrees Purchaser shall be entitled to reimburse the Sellers’ Agent for his pro rata share of rely exclusively upon any reasonable and documented costs or expenses (including attorneys’ fees) incurred communications given by the Sellers’ ' Agent in pursuing a dispute pursuant this Agreement. (c) A decisionon behalf of any Seller, act, consent or instruction of the Sellers’ Agent shall constitute a decision, act, consent or instruction from all of the Sellers and shall not be final, binding and conclusive upon each of the Sellers. The Buyer may rely liable for any action taken or not taken in reliance upon any such decision, act, consent or instruction of communications from the Sellers’ Agent as being the decision, act, consent ' Agent. Purchaser shall be entitled to disregard any notices or instruction of every such Seller. The Buyer is hereby relieved from any liability to any person for any acts done communications given or made by it in accordance with such decision, act, consent Sellers unless given or instruction of made through the Sellers’ Agent. In furtherance of the foregoing, any reference to a power of the Sellers under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ ' Agent.