Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each By virtue of the approval and adoption of this Agreement by the requisite consent of the Sellers, each of the Sellers hereby appoints shall be deemed to have agreed to appoint each of ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ and Joost D de Bruijn as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes agent and attorney-in-fact and as the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling and on behalf of the Sellers to give and receive notices and communications, to authorize payment to any Indemnified Person from the Escrow Account in satisfaction of claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any Indemnified Person, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Person against any Seller or by any Seller against any Indemnified Person or any dispute between any Indemnified Person and any such Seller, in each case relating to this Agreement or the transactions contemplated hereby, and to take all notices sent and other actions taken that are either (and notices not sent and actions not takeni) by necessary or appropriate in the judgment of the Sellers’ Representative on his for the accomplishment of the foregoing or its behalf pursuant to (ii) specifically mandated by the terms of this Agreement or the Escrow Agreement. If for any reason Such agency may be changed by the Sellers with the right to a majority of the Escrow Account from time-to-time. Notwithstanding the foregoing, the Sellers’ Representative may resign at any time by providing written notice of intent to resign to the Sellers, which resignation shall be unable to perform its duties hereunder as Sellers’ Representative, effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the holders of a majority in interest of the Interests owned immediately prior to Escrow Account. No bond shall be required of the Initial Closing shall appoint a replacement Sellers’ Representative, and the Sellers’ Representative shall not receive any compensation for its services. Buyer Until notified in writing signed by an authorized person on behalf of the Sellers that the Sellers’ Representative has resigned or been removed and that a successor has been appointed, Purchaser shall be entitled to rely exclusively upon any communications instruction, notice, decision, action or writings given inaction of the Sellers’ Representative whether in receipt of a writing signed by one or executed both of the individuals serving in such capacity. Any notice delivered by Purchaser or Sellers’ Representative, as the case may be, shall be delivered in accordance with Section 9.2 hereof. (b) The Sellers’ Representative shall not be liable for any act done or omitted hereunder as Sellers’ Representative while acting in good faith, even if such act or omission constitutes negligence on the part of such Sellers’ Representative. The Sellers’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Sellers’ Representative may engage attorneys, accountants and other professionals and experts. The Sellers’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Sellers’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith. The Sellers shall indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, liability or expense incurred on the part of the Sellers’ Representative (so long as the Sellers’ Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Sellers’ Representative duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Sellers’ Representative and shall not be liable in any manner whatsoever reasonable travel expenses for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the services rendered as Sellers’ Representative hereunder or thereunder(“Sellers’ Representative Expenses”). The Sellers’ Representative shall have the right to retain Sellers’ Representative Expenses from the Escrow Account prior to any distribution to the Sellers. Prior to any such distribution from the Escrow Account, (i) the Sellers’ Representative shall not assume anydeliver to the Escrow Agent a certificate setting forth the Sellers’ Representative Expenses actually incurred. A decision, and shall incur noact, responsibility whatsoever to any Seller by reason consent or instruction of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence , including an amendment, extension or willful misconductwaiver of this Agreement pursuant to its authority hereunder, shall constitute a decision of the Sellers and (ii) shall be final, binding and conclusive upon the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each The Sellers hereby authorize, direct and appoint ETMF II F Luxco Sarl or BNP ETMF II LP to act as sole and exclusive agent and representative of the Sellers hereby appoints ▇▇(the “Sellers’ Representative”), with full power of substitution, for determining, giving and receiving notices and processes hereunder, contesting and settling any and all claims for indemnification pursuant to ARTICLE VIII hereof or resolving any other disputes hereunder. Any such actions taken, exercises of rights, power or authority, and any decision or determination made by the Sellers’ Representative consistent therewith, shall be absolutely and irrevocably binding on each Seller as if such Seller personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s individual capacity. Prior to the date hereof, each Seller has provided the Purchaser with a true and correct copy of the instrument or other document pursuant to which such Seller has appointed ETMF II F Luxco Sarl as the Sellers’ Representative and such instrument or other document is in full force and effect and has not been rescinded, revoked, modified or otherwise amended. (b) The provisions of this Section 10.9 shall in no way impose any obligations on the Purchaser. In particular, notwithstanding any notice received by the Purchaser to the contrary (except any notice of the appointment of a successor Sellers’ Representative approved by the Purchaser) and absent willful misconduct, the Purchaser (i) shall be fully protected in relying upon and shall be entitled to rely upon, shall have no liability to the Sellers with respect to, actions, decisions and determinations taken or made by the Sellers’ Representative and (ii) shall be entitled to assume that all actions, decisions and determinations taken or made by the Sellers’ Representative pursuant to paragraph (a) above, are fully authorized by all of the Sellers. (c) Subject to the terms of the Contrat ▇▇ ▇▇▇▇▇▇ as Seller’s referred to in Section 2.2(e), the Sellers’ Representative hereunder shall not be liable to any of the Sellers or any of their respective affiliates for any decisions made or actions taken by the purposes of representing his or its individual interestsSellers’ Representative. Each of the Sellers hereby authorizes agrees, severally in proportion to the Purchase Price received by such Seller, to indemnify the Sellers’ Representative from and against any losses that the Sellers’ Representative may incur as a result of his acting as the Sellers’ Representative hereunder or in connection with the performance of any of his duties hereunder to act on his or its behalf with respect the fullest extent permitted by Applicable Law, except to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or fromextent that such losses are caused by actions taken by, or some action omitted to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representativebad faith. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the The Sellers hereby appoints appoint ▇▇▇▇▇▇ ▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each sole and exclusive representative of the Sellers for all purposes related to this Agreement (the “Sellers’ Representative”), including (i) executing and delivering any documents and taking any actions required or permitted to be taken under this Agreement, (ii) the giving and receiving of all waivers, notices and consents, (iii) the receipt of service of process and the execution and delivery of all documents and agreements under this Agreement, including, after the Closing, any amendments, waivers, consents or other actions that may be provided or taken by the Sellers under this Agreement and (iv) the bringing of any action and the settlement of any disputes and any releases in connection with the settlement of disputes or claims. The Sellers may replace the Sellers’ Representative only by written notice to the Buyer executed and delivered by each Seller, except that if and when ▇▇▇▇▇▇ ▇▇▇▇▇▇ dies or becomes incapacitated while serving as the Sellers’ Representative, ▇▇▇▇▇ ▇▇▇▇▇▇ shall, if he is then alive and not incapacitated, automatically become the Sellers’ Representative. The Sellers’ Representative shall not resign until another representative is substituted pursuant to this Agreement. (b) Without limiting the generality of Section 1.03(a), the Sellers’ Representative is hereby authorizes authorized to take all action or to refrain from taking any action that the Sellers can take or refrain from taking under this Agreement, to accept and acknowledge on behalf of the Sellers, service of any and all legal process that may lawfully be served upon the Sellers, in any proceeding under or relating to this Agreement in any court and to commence any such action in any court, or take any other action that the Sellers’ Representative determines to be appropriate to enforce the rights of the Sellers under this Agreement. Any person may rely on the act or deed of the Sellers’ Representative with respect to any matter requiring the consent or approval or any other act or deed of the Sellers. (c) The Sellers shall cause the Sellers’ Representative to act on his or its behalf with respect to perform all matters arising under this Agreement requiring or contemplating the possibility of some notice actions and other obligations to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made performed by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) 13.1 Each of the Sellers Individual Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of: 13.1.1 performing and completing the transactions and executing and delivering all documents contemplated by this Agreement; 13.1.2 receiving all notices and communications pursuant to this Agreement and service of process in any legal action or other proceeding arising out of or related to this Agreement or any of the transactions hereunder; and 13.1.3 settling or agreeing any dispute or claim arising out of or related to this Agreement, the Agreed Form Documents and any other documents to be executed on Completion (together, the “Transaction Documents”) and giving any waivers, consents or other approvals which he sees fit to give on behalf of any or all of the Individual Sellers any claims made by pursuant to the Transaction Documents and the Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance shall be entitled to deal with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If that basis. 13.2 The Sellers’ Representative shall not be liable for any reason act or omission arising out of or in connection with this Agreement as the Sellers’ Representative unless caused by his bad faith. The Individual Sellers shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by indemnify the Sellers’ Representative and shall not be liable hold the Sellers’ Representative harmless against any loss, liability or expense whatsoever or howsoever incurred without bad faith on the part of the Sellers’ Representative and arising out of or in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by connection with the Sellers’ Representative. Buyer shall be entitled to disregard ’s duties under this Agreement, including the reasonable fees and expenses of any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made legal counsel retained by the Sellers’ Representative. (b) In performing his duties under this Agreement13.3 A decision, and in exercising act, consent or failing to exercise all or any instruction of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, constitute a decision of the Individual Sellers and shall incur nobe final, responsibility whatsoever binding and conclusive upon each of the Individual Sellers. 13.4 The Individual Sellers may from time to any Seller by reason of any error in judgment time appoint such other person or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) persons to be the Sellers’ Representative provided that such appointment shall be entitled not take effect until it has been notified to rely the Buyer in writing signed by, or on the advice of counselbehalf of, public accountants or other independent experts experienced Individual Sellers representing eighty (80) per cent, in the matter at issue, and any error in judgment or other act or omission nominal value of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless Shares held by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted Individual Sellers immediately prior to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementCompletion.

Sellers’ Representative. (a) Each In order to efficiently administer certain matters contemplated hereby following the Closing, including, but not limited to, the defense or settlement of any claims for which the Buyer Indemnified Parties may be entitled to indemnification pursuant to Article 6, Holdback Participants, by the adoption of this Agreement, shall be deemed to have designated Sellers’ Representative to carry out their obligations and enforce their rights pursuant to this Agreement on behalf of Holdback Participants as set forth in this Section 2.06. (b) In the event Sellers’ Representative dies, becomes unable to perform his/her/its responsibilities hereunder or resigns from such position, Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ whose aggregate Holdback Percentage, when expressed as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes a percentage exceeds, 50% shall be authorized to and shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Sellers’ Representative to act on his or its behalf with respect to for all matters arising under purposes of this Agreement requiring or contemplating and the possibility documents delivered pursuant hereto. (c) By their adoption of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason , Holdback Participants shall be deemed to have agreed, in addition to the foregoing, that: (i) Sellers’ Representative shall be unable appointed and constituted the true and lawful attorney-in-fact of each Holdback Participant, with full power in his, her or its name and on his, her or its behalf to act according to the terms of this Agreement and in general to do all things and to perform its duties hereunder all acts including, without limitation, executing and delivering any agreements, certificates, receipts, instructions, notices or instruments contemplated by or deemed advisable in connection with this Agreement. Sellers’ Representative hereby accepts such appointment; (ii) Sellers’ Representative shall have full authority to (A) execute, deliver, acknowledge, certify and file on behalf of Holdback Participants (in the name of any or all Holdback Participants or otherwise) any and all documents that Sellers’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate, in such forms and containing such provisions as Sellers’ RepresentativeRepresentative may, in his sole discretion, determine to be appropriate, (B) give and receive notices and other communications relating to this Agreement and the holders transactions contemplated hereby (except to the extent that this Agreement contemplates that such notice or communication shall be given or received by each Seller individually), (C) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of a majority or related to this Agreement and the transactions contemplated hereby, (D) engage attorneys, accountants, financial and other advisors, paying agents and other persons necessary or appropriate in interest the judgment of Sellers’ Representative for the accomplishment of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. foregoing; (iii) Buyer shall be entitled to rely exclusively upon any communications or writings conclusively on the instructions and decisions given or executed made by the Sellers’ Representative as to any of the matters described in this Section 2.06, and no party shall not be liable in have any manner whatsoever cause of action against Buyer for any action taken or not taken by Buyer in reliance upon the actions taken any such instructions or not taken or communications or writings given or executed by the decisions; (iv) all actions, decisions and instructions of Sellers’ Representative. Buyer Representative shall be entitled to disregard any notices or communications given or made by any conclusive and binding upon each Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the and no Seller shall have any cause of action against Sellers’ Representative. (b) In performing his duties Representative for any action taken, decision made or instruction given by Sellers’ Representative under this Agreement, and in exercising except for fraud or failing to exercise all or willful breach of this Agreement on the part of Sellers’ Representative; (v) no Holdback Participant shall have any cause of the powers conferred upon the action against Sellers’ Representative hereunder for any action taken, decision made or thereunderinstruction given by Sellers’ Representative under this Agreement, except for fraud or willful breach of this Agreement on the part of Sellers’ Representative; (ivi) the provisions of this Section 2.06 are independent and severable, are irrevocable and coupled with an interest, and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; and (vii) the provisions of this Section 2.06 shall be binding upon the executors, heirs, legal representatives successors and assigns of each Holdback Participant, and any references in this Agreement to a Holdback Participant or Holdback Participants shall mean and include the successors to Holdback Participants’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise. (d) As between Holdback Participants and Sellers’ Representative, Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to be liable for any Seller by reason of any error in judgment or other act or omission performed done or omitted hereunder as Sellers’ Representative while acting in good faith, and any act done or omitted to be done pursuant to the advice of counsel shall be conclusive evidence of such good faith. Holdback Participants on whose behalf the Holdback Amount is to be delivered shall indemnify Sellers’ Representative and hold Sellers’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of Sellers’ Representative and arising out of or in connection with this Agreement, unless by the acceptance or administration of Sellers’ Representative’s gross negligence or willful misconductduties hereunder, including the reasonable fees and expenses of any legal counsel retained by Sellers’ Representative (ii) “Sellers’ Representative Expenses”). Following the termination of the Indemnity Period, the resolution and satisfaction of all claims made by Indemnified Parties under Article 6, Sellers’ Representative shall be entitled have the right to rely 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 recover Sellers’ Representative pursuant Expenses not otherwise reimbursed from the Expense Escrow Account from the Holdback Funds concurrently with any distribution to such advice shall in no event subject Holdback Participants. (e) At the Closing, Buyer will deposit $25,000 (as a deduction from the Closing Payment otherwise payable to Sellers and Management Employees) (the “Expense Escrow Amount”) into an escrow account (the “Expense Escrow Account”) maintained by an escrow agent (the “Expense Escrow Agent”) determined by Sellers’ Representative without any act of Holdback Participants. Such Expense Escrow Account shall be governed by an escrow agreement to liability to any Seller unless be executed by the Expense Escrow Agent and Sellers’ Representative (the “Expense Escrow Agreement”). Sellers’ Representative may use the funds in the Expense Escrow Account to pay any Sellers’ Representative Expenses. Any Expense Escrow Amount remaining after payment of all Sellers’ Representative Expenses following the resolution of all indemnification claims under Article 6 and/or the determination by Sellers’ Representative that such funds or a portion thereof are no longer necessary in connection with indemnification claims that may be brought hereunder, shall be distributed to Sellers in accordance with the Expense Escrow Agreement; provided, however, that at any time, and from time to time, in the sole discretion of Sellers’ Representative’s gross negligence , any or willful misconductall of the Expense Escrow Amount may be earlier distributed to Holdback Participants. All of the immunities and powers granted matters relating to the Sellers’ Representative under Expense Escrow Account, to the extent not referred to in this Agreement, shall be governed by the Expense Escrow Agreement, provided, however, that in the event of any conflict between the terms of this Agreement and the Expense Escrow Agreement, the terms of this Agreement shall survive the Initial Closing, be controlling. The Expense Escrow Account shall not be used for any Subsequent Closing and/or purposes other than as set forth in this Section 2.06(e) and shall not be available to Buyer or any termination of this AgreementPerson to satisfy any claims hereunder.

Sellers’ Representative. (a) Each By execution and approval of this Agreement by Sellers, each Seller shall be deemed to have consented to the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes appointment of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative Representative, with full power and authority, including power of substitution, to act on his behalf of Sellers to the extent and in the manner set forth in this Agreement, including (i) to consummate the Transactions, (ii) to disburse any funds received hereunder to each Seller, (iii) to execute and deliver any certificates representing the Equity Interests and execution of such further instruments as Purchaser shall reasonably request, (iv) to execute and deliver on behalf of each Seller any amendment or its behalf with respect waiver hereto, (v) to take all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action other actions to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling by or on behalf of the Sellers each Seller in connection herewith, (vi) to negotiate, settle, compromise and otherwise handle any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in for indemnification or any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any other claims made by Buyer under Section 12.1(a)(iipursuant this Agreement and (vii) against a Seller. Except as aforesaid, to do each Seller hereby agrees to be bound by and every act and exercise any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his rights which each Seller is, or its behalf pursuant Sellers collectively are, permitted or required to do or exercise under this Agreement. If for any reason the All decisions, actions, consents and instructions by Sellers’ Representative shall be unable binding upon all of Sellers, and no Seller shall have the right to perform object to, dissent from, protest or otherwise contest the same. Purchaser and its duties hereunder as Sellers’ RepresentativeAffiliates (including, following the Closing, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Acquired Company Entities) shall be entitled to rely exclusively upon on any communications decision, action, consent or writings given or executed by the instruction of Sellers’ Representative as being the decision, action, consent or instruction of Sellers, and Purchaser and its Affiliates (including, following the Closing, the Acquired Company Entities) are hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. (b) Sellers’ Representative shall not be liable have the right to recover from, in its sole discretion, prior to any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the distribution to Sellers, Sellers’ Representative’s documented reasonable out-of-pocket expenses incurred in the performance of its duties hereunder (“Charges”), including, without limitation, those resulting from the employment of financial advisors, attorneys, auditors and other advisors and agents assisting in the assessment of arbitration, litigation and settlement of any disputes arising under this Agreement. Buyer shall Each Seller will be entitled obligated (severally) to disregard any notices or communications given or made pay its share of such Charges as determined by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (bc) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder may resign at any time. In the event of the death, incapacity, or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason resignation of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the a new Sellers’ Representative shall be entitled to rely on appointed by the advice of counsel, public accountants vote or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission written consent of the Majority Holders, which Sellers’ Representative pursuant must be reasonably acceptable to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless Purchaser. (d) The approval of this Agreement by the Sellers’ Representative’s gross negligence requisite vote or willful misconduct. All written consent of the immunities and powers granted Sellers shall also be deemed to constitute approval of all arrangements relating to the Transactions and to the provisions hereof binding upon Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each By virtue of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes adoption of representing his or its individual interests. Each of the Sellers hereby authorizes this Agreement, the Sellers’ Representative is hereby authorized, directed and appointed to act on his or its behalf as sole and exclusive agent, attorney-in-fact and representative of the Sellers, with full power of substitution with respect to all matters arising under this Agreement requiring or contemplating the possibility Agreement, including determining, giving and receiving notices and processes hereunder, executing and delivering, on behalf of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as any and all documents or certificates to be executed by the Sellers’ representative for , in connection with this Agreement, the purpose of settling Related Agreements and the Transactions, granting any waiver, consent or approval on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i)this Agreement, representing the Sellers in any indemnification proceedings under Section 12.3appointing one or more successor Sellers’ Representatives, approving any waivers or amendments in accordance with Section 13.6, but excluding the contesting and settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent claims for indemnification pursuant to Section 12.1, resolving any other disputes hereunder, performing the duties expressly assigned to the Sellers’ Representative hereunder and to engage and employ agents and representatives and to incur such other expenses as the Sellers’ Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Sellers’ Representative shall have the sole and exclusive right on behalf of any Sellers to take any action or provide any waiver, or receive any notice with respect to any claims for indemnification under Section 12.1 and to settle any claim or controversy arising with respect thereto. Any such actions taken (taken, exercises of rights, power or authority, and notices not sent and actions not taken) any decision or determination made by the Sellers’ Representative consistent herewith, shall be absolutely and irrevocably binding on his each Seller as if such Person personally had taken such action, exercised such rights, power or its behalf pursuant authority or made such decision or determination in such Person’s individual capacity, and no such Person shall have the right to object, dissent, protest or otherwise contest the same. (b) The appointment of the Sellers’ Representative as the attorney-in-fact of each of the Sellers revokes any power of attorney heretofore granted that authorized any other person or persons to represent such Person with regard to this Agreement. If for any reason The appointment of the Sellers’ Representative as attorney-in-fact pursuant hereto is coupled with an interest and is irrevocable. The obligations of each of the Sellers pursuant to this Agreement (i) will not be terminated by operation of law, death, mental or physical incapacity, liquidation, dissolution, bankruptcy, insolvency or similar event with respect to such Person or any proceeding in connection therewith, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust, or any other event, and (ii) shall be unable survive the delivery of an assignment by any such Person of the whole or any fraction of its interest in any payment due to perform its duties hereunder it under this Agreement. (c) The Sellers’ Representative hereby accepts the foregoing appointment and agrees to serve as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior subject to the Initial Closing shall appoint a replacement provisions hereof, for the period of time from and after the date hereof without compensation except for the reimbursement from the Sellers in accordance with their respective Pro Rata Percentages, of fees and expenses incurred by Sellers’ Representative. Buyer Representative in its capacity as such. (d) For all purposes of this Agreement, Parent, the Special Committee and the Parent Board shall be entitled to rely exclusively upon any communications or writings given or executed by conclusively on the instructions and decisions of the Sellers’ Representative and shall not be liable in as to the settlement of any manner whatsoever claims for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made indemnification by any Seller, in his or its individual capacity, which is contrary Parent Indemnified Person pursuant to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all Section 12.1 or any of the powers conferred upon other actions required or permitted to be taken by the Sellers’ Representative hereunder or thereunder, in connection with the Merger and other matters contemplated hereby. (ie) the The Sellers’ Representative shall not assume anynot, in the absence of bad faith, willful misconduct or gross negligence, have any liability to the Sellers whatsoever with respect to its actions, decisions and determinations, and shall incur nobe entitled to assume that all actions, responsibility whatsoever to any Seller decisions and determinations are fully authorized by reason each and every one of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and . (iif) the The Sellers’ Representative shall be entitled to rely on the advice of counselupon any Order, public accountants certification, demand, notice, instrument or other independent experts experienced writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. The Sellers’ Representative may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the matter at issue, Person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. The Sellers’ Representative may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and any error in judgment or other act or omission of authority to instruct the Sellers’ Representative on behalf of that party unless written notice to the contrary is delivered to the Sellers’ Representative. (g) The Sellers’ Representative may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice shall in no event subject advice. (h) Parent hereby agrees that the Sellers’ Representative to shall not, in its capacity as such, have any liability to any Seller unless by Parent, Merger Subs or the Sellers’ Representative’s gross negligence Surviving Companies whatsoever with respect to its actions, decisions or willful misconduct. All determinations. (i) The rights, powers and benefits of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers Seller hereby appoints ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of her representative (the Sellers hereby authorizes the Sellers’ Representative “Representative”), to act on be his or its behalf with respect to her true and lawful attorney-in-fact for all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless including without limitation, the compromise of any disputes between the Buyer and any Seller relating to the transactions contemplated by this Agreement and to take any other action contemplated to be taken by the Sellers’ Representative’s gross negligence Representative hereof. The power of attorney granted to the Representative appointed hereunder is coupled with an interest and will continue in full force and effect notwithstanding the subsequent death or willful misconductincapacity of a Seller. The Representative appointed hereunder will have the power to act on behalf of the Sellers with respect to all matters requiring action by the Sellers under this Agreement, including, without limitation, the execution and (ii) delivery of any documents contemplated hereby. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ hereby accepts such appointment. In the Sellers’ event of the death, or the incapacity to serve or resignation as the Representative shall by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a successor Representative will promptly be appointed by the Sellers constituting the former holders of a majority of the Purchased Shares and the Sellers will jointly notify the Buyer of such appointment. The Buyer will be entitled to rely on any communication received from the advice of counselRepresentative or his successor without investigation. (b) The Representative shall not be liable to the Sellers for any act taken or omitted by him as permitted under this Agreement and the transactions contemplated hereby, public accountants except if such act is taken or other independent experts experienced omitted in the matter at issue, and any error in judgment bad faith or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All The Representative shall also be fully protected against the Sellers in relying upon any written notice, demand, certificate or document that he in good faith believes to be genuine. (c) The Sellers agree, severally but not jointly, to indemnify the Representative for, and to hold the Representative harmless against Losses, in an amount equal to his or her Pro Rata Share of the immunities and powers granted to Losses, incurred without willful misconduct or bad faith on the Sellers’ Representative part of the Representative, arising out of or in connection with the Representative’s carrying out its duties under this Agreement shall survive and the Initial Closingtransactions contemplated hereby, including costs and expenses of successfully defending the Representative against any Subsequent Closing and/or claim of liability with respect thereto. The Representative may consult with counsel of its own choice and will have full and complete authorization and protection for any termination action taken and suffered by it in good faith and in accordance with the opinion of this Agreementsuch counsel.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ appoint Chief E&D as Seller’s Representative hereunder their sole representative (“Sellers’ Representative”) to act as the agent and on behalf of Sellers for all purposes under this Agreement, including for the purposes of: (i) administering and supervising the conduct of representing his Buyer’s Title Review pursuant to Article VI and the conduct of Buyer’s physical inspection and Site Assessment pursuant to Article V including without limitation determining any adjustments to the Purchase Price in accordance with Article I or Article VI, giving and receiving environmental reports, materials and assessments as provided in Article V and entering into any agreements contemplated by Article VI; (ii) determining whether the conditions to closing in Article II have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its individual interests. Each of the Sellers hereby authorizes the sole discretion, determines that such waiver is appropriate; (iii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative to act on his or in its behalf sole discretion, in connection with respect to all matters arising under the amendment of this Agreement requiring or contemplating the possibility waivers of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose any term of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments this Agreement in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii11.11; (vi) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by taking any and all notices sent actions that may be necessary or desirable, as determined by Sellers’ Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to Sellers in connection with the transactions contemplated by this Agreement; (vii) granting any consent or approval on behalf of Sellers under this Agreement; (viii) executing and delivering any documents and interests or taking any action as may be necessary or advisable pursuant to Section 5.6; and (ix) taking any and all other actions taken (and notices not sent doing any and actions not taken) all other things provided in or contemplated by the this Agreement to be performed by Sellers’ Representative on his or its behalf pursuant to this Agreementof Sellers. If for any reason As the representative of Sellers, Sellers’ Representative shall be unable act as the agent for Sellers, shall have authority to perform its duties hereunder as Sellers’ Representative, the holders of a majority bind Sellers in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under accordance with this Agreement, and in exercising Buyer may rely on such appointment and authority. Sellers shall fully release, indemnify and hold Buyer harmless for any actions taken, or failing to exercise all or any of the powers conferred upon the inactions by, Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Agreement that are alleged to be in violation of Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementauthority.

Sellers’ Representative. Each Selling Shareholder (aother than the Carlyle Funds) Each of the Sellers hereby appoints ▇▇▇▇ David Feng Yu (the "Sellers' Representative") as such Selling Shareh▇▇▇▇▇ as Seller’s Representative hereunder for ▇s' ▇▇▇▇▇ney-in-fact and representative, (i) to do any and all things and to execute any and all documents or other papers, in each such Selling Shareholder's name, place and stead, in any way in which each such Selling Shareholder could do if personally present, in connection with this Agreement and the purposes of representing his applicable Ancillary Documents and the transactions contemplated hereby and thereby, (ii) to amend, cancel or its individual interests. Each extend, or waive the terms of, this Agreement and any of the Sellers hereby authorizes Ancillary Documents in a manner that would not disproportionately affect such Selling Shareholder as compared to the Sellers’ Representative other Selling Shareholders, (iii) to act on his or its behalf of such Selling Shareholder with respect to all matters any claims (including the settlement thereof) made by Buyer or such Selling Shareholders for indemnification pursuant to Article X or any dispute arising under this Agreement requiring or contemplating Section 2.5 in a manner that would not disproportionately affect such Selling Shareholder as compared to the possibility other Selling Shareholders. The power of some notice to be sent to or from, or some action to be taken by, attorney granted hereby is coupled with an interest. In the event that the Sellers, including acting ' Representative becomes unable or unwilling to continue in his or her capacity as the Sellers’ representative for ' Representative under this Agreement, the purpose Selling Shareholders (other than the Carlyle Funds) shall promptly appoint a successor Sellers' Representative by written notice to Buyer, and the appointment of settling on behalf such successor Sellers' Representative shall become effective only upon Buyer's receipt of such written notice. Each Selling Shareholder (other than the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(iiCarlyle Funds) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound that any successor Sellers' Representative so selected by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer such Selling Shareholders shall be entitled to rely exclusively upon act as such under this Agreement on behalf of such Selling Shareholders. All references herein to the Sellers' Representative shall include any communications or writings given or executed such successor Sellers' Representative. Except as otherwise expressly set forth herein, the Selling Shareholders (other than the Carlyle Funds) hereby consent to the taking by the Sellers’ ' Representative of any and all actions and the making of any decisions required or permitted to be taken by such Selling Shareholders under this Agreement. The Selling Shareholders (other than the Carlyle Funds) shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon the bound by all actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, ' Representative in his or its individual capacity, which is contrary to a notice or communication given or made by her capacity as the Sellers’ ' Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (ai) Each In order to administer efficiently (A) the implementation of the Agreement by the Sellers, (B) the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, and (C) the settlement of any dispute with respect to the Agreement, the Sellers hereby appoints designate ▇▇▇▇▇▇▇ ▇▇▇▇▇ as Seller’s their representative (the "Sellers' Representative"). (ii) The Sellers hereby authorize the Sellers' Representative hereunder for (A) to take all action necessary in connection with the purposes implementation of representing his or its individual interests. Each the Agreement on behalf of the Sellers, the waiver of any condition to the obligations of the Sellers hereby authorizes to consummate the Sellers’ Representative transactions contemplated hereby, or the settlement of any dispute, (B) to act on his or its behalf with respect to give and receive all matters arising under this Agreement requiring or contemplating the possibility of some notice notices required to be sent given under the Agreement and (C) to or from, or some take any and all additional action as is contemplated to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling by or on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i)the terms of this Agreement. (iii) In the event that the Sellers' Representative dies, representing the Sellers in any indemnification proceedings under Section 12.3becomes legally incapacitated or resigns from such position, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees ▇▇▇▇▇▇▇ Tiggertt III shall fill such vacancy and shall be deemed to be bound by any and the Sellers' Representative for all notices sent and actions taken (and notices not sent and actions not taken) purposes of this Agreement; however, no change in the Sellers' Representative shall be effective until Buyer is given notice of it by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason . (iv) All decisions and actions by the Sellers’ ' Representative shall be unable binding upon all of the Sellers, and no Seller shall have the right to perform its duties hereunder as object, dissent, protest or otherwise contest the same, in the absence of fraud, gross negligence or willful misconduct of the Sellers’ ' Representative. (v) By their execution of this Agreement, the holders of a majority in interest Sellers agree that: (A) Buyer shall be able to rely conclusively on the instructions and decisions of the Interests owned immediately prior Sellers' Representative as to any actions required or permitted to be taken by the Sellers or the Sellers' Representative hereunder, and no party hereunder shall have any cause of action against Buyer for action taken by Buyer in reliance upon the instructions or decisions of the Sellers' Representative; (B) all actions, decisions and instructions of the Sellers' Representative shall be conclusive and binding upon all of the Sellers; no Seller shall have any cause of action against Buyer or Sigma6 for any action taken or omitted to be taken, decision made or omitted to be made or any instruction given or omitted to be given by the Sellers' Representative; and no Seller shall have any cause of action against the Sellers' Representative for any action taken, decision made or instruction given by the Sellers' Representative under this Agreement, except for fraud, gross negligence or willful breach of this Agreement by the Sellers' Representative; (C) the Sellers' Representative shall be deemed to fulfill any fiduciary obligation to the Initial Closing shall appoint Sellers so long as no Seller is adversely affected by any action or failure to act of the Sellers' Representative in a replacement Sellers’ Representative. disproportionate measure compared to any other Seller; (D) remedies available at law for any breach of the provisions of this Section 2(n) are inadequate; therefore, Buyer shall be entitled to rely exclusively temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 2(n); (E) the provisions of this Section 2(n) are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and surviving death, granted by the Sellers to the Sellers' Representative and shall be binding upon any communications or writings given or executed the executors, heirs, legal representatives and successors of each Seller; and (F) all reasonable fees and expenses incurred by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ ' Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless paid by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted Sellers pro rata in proportion to the Sellers’ Representative under this Agreement shall survive the Initial their percentage interest in Sigma6 at Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each Seller, on behalf of the Sellers itself and each of its successors, assigns and heirs, hereby irrevocably appoints ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, as Seller’s Representative hereunder for such Sellers’ representative and exclusive agent (the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the “Sellers’ Representative “), to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3connection with, approving any waivers or amendments in accordance with Section 13.6and to facilitate, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent transactions arising from, in connection with an incident to the transactions contemplated hereby. In such capacity, Sellers’ Representative shall have the sole and exclusive power and authority to perform all actions taken (and notices not sent and actions not taken) required or permitted to be performed by the Sellers’ Representative on his behalf of Sellers under this Agreement or its behalf pursuant to this Agreementany other Transaction Document. If for any reason A decision, act, consent or instruction of the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representativeconstitute a decision, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer act, consent or instruction from Sellers and shall be entitled final, binding and conclusive as to Sellers. Purchaser may rely exclusively upon any communications such decision, act, consent or writings given or executed by the instruction of Sellers’ Representative and shall not be liable in as being the decision, act, consent or instruction of Sellers. Purchaser is hereby relieved from any manner whatsoever liability to any persons for any action taken acts done by them in accordance with such decision, act, consent or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by instruction of the Sellers’ Representative. Buyer In furtherance of the foregoing, any reference to a power of Sellers under this Agreement, to be exercised or otherwise taken, shall be entitled to disregard any notices or communications given or made by any Seller, a power vested in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever have no liability to any Seller by reason of any error in judgment or other act or omission performed with respect to actions taken or omitted hereunder or to be taken in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the capacity as Sellers’ Representative shall be entitled to rely on the advice of counselRepresentative, 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability except with respect to any Seller unless by liability resulting from the Sellers’ Representative’s gross negligence or willful misconduct. All Sellers’ Representative shall be entitled to rely upon any directions received from any Seller; provided, however, that Sellers’ Representative shall not be required to follow any such direction, and shall be under no obligation to take any action in its capacity as Sellers’ Representative, unless Sellers’ Representative has been provided with funds, security or indemnities which, in the sole determination of Sellers’ Representative, are sufficient to protect Sellers’ Representative against the costs, expenses and liabilities which may be incurred by Sellers’ Representative in responding to such direction or taking such action. Sellers’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as Sellers’ Representative shall deem necessary in connection with exercising Sellers’ Representative powers and performing Sellers’ Representative function hereunder and (in the absence of bad faith on the part of Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of such persons. Sellers’ Representative shall be entitled to reimbursement by Sellers, in proportion to each such Seller’s equity ownership of the immunities Company immediately prior to the Closing, for all reasonable expenses, disbursements and powers granted advances (including fees and disbursements of Sellers’ Representative counsel, experts and other agents and consultants) incurred by Sellers’ Representative in such capacity, and for indemnification, by Sellers, against any loss, liability or expenses arising out of actions taken or omitted to be taken in Sellers’ Representative capacity as the Sellers’ Representative under this Agreement shall survive (except for those arising out of Sellers’ Representative’s gross negligence or willful misconduct), including the Initial Closing, any Subsequent Closing and/or any termination costs and expenses of this Agreementinvestigation and defense of claims.

Sellers’ Representative. (a) Each of the Sellers hereby irrevocably makes, constitutes, and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ (in his capacity as Seller’s the chief executive officer of INAP and, to the extent he is not chief executive officer of INAP, in his individual capacity) as the Sellers’ Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby and authorizes and empowers the Sellers’ Representative to act receive all demands and notices on his or its behalf with respect to the Sellers hereunder as such Seller’s true and lawful attorney-in-fact and agent, and for such Seller and in such Seller’s name, to (i) receive all matters arising demands, notices, or other communications directed to such Seller under this Agreement requiring and to take any action (or contemplating the possibility of some notice to be sent determine to or fromrefrain from taking any action) with respect thereto as he may deem appropriate as effectively as such Seller could act for himself/herself (including, or some action to be taken bywithout limitation, the Sellerssettlement or compromise of any dispute or controversy) and (ii) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, including acting as the Sellers’ representative for the purpose of settling on behalf of any demands, notices or other communications directed to the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative hereunder shall be unable deemed effective if given to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices Upon the death, resignation or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by incapacity of the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising a successor shall be appointed by the remaining Sellers within the 30-day period immediately following the date of such death, resignation or failing to exercise all or incapacity. The resignation of any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the be effective until a successor Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issuehas been appointed, and any error has accepted such appointment in judgment or other act or omission accordance with the provisions of the this Section 12.1. The selection of a successor Sellers’ Representative pursuant to such advice appointed in any manner permitted in this Section 12.1 shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All be final and binding upon all of the immunities Sellers and powers granted written notice of such selection and appointment shall be promptly provided to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementBuyer.

Sellers’ Representative. (a) Each Seller, by virtue of his, her or its execution of this Agreement, shall be deemed to have consented and agreed to the appointment, effective as of the Sellers Closing Date, of KUR, LLC as the Sellers’ Representative for purposes of this Agreement, as attorneys-in-fact for such Seller, with full power of substitution and authority to: (i) approve the allocation of funds and payment instructions, and the other terms and conditions set forth in the Paying Agent Agreement; (ii) execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement; (iii) to give and receive notices and communications; (iv) to dispute any claim for indemnification hereunder; (v) to agree to, negotiate, enter into settlements and compromises of, any dispute or claims of Buyer’s Indemnifiable Losses, and to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing; provided, however, that the Sellers’ Representative shall not have the power or authority to execute an amendment, waiver, document or other instrument that, notwithstanding any other provision to the contrary, increases in any respect the obligations or liabilities of any Seller without the prior written consent of such Seller. KUR, LLC hereby appoints consents and agrees to such appointment pursuant to this Section 8.1. Buyer may rely conclusively on any actions taken by J▇▇▇▇▇ ▇▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing or his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling designee appointed in writing on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders as an authorized action of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under all matters relating to this AgreementARTICLE 8, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be the only party entitled to assert the rights of Seller Indemnified Persons. The Sellers shall be bound by all actions taken by the Sellers’ Representative in its capacity as such. Buyer is authorized to rely conclusively on any such action of the Sellers’ Representative as being the duly authorized action of the Sellers and no party shall have any cause of action against Buyer for any action taken by Buyer in reliance upon the instructions, decisions or actions of the Sellers’ Representative. The Buyer shall be entitled to rely on all statements, representations, decisions and actions of the advice Sellers’ Representative. (c) The Sellers’ Representative shall promptly provide written notice to the Sellers 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 action taken on their behalf by the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted authority delegated to the Sellers’ Representative under this Agreement ARTICLE 8. The Sellers’ Representative shall survive at all times act in his or her capacity as Sellers’ Representative in a manner that the Initial ClosingSellers’ Representative believes to be in the best interests of the Sellers. Neither the Sellers’ Representative, nor any Subsequent Closing and/or of its directors, officers, agents or employees, if any, shall be liable to any termination Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Sellers’ Representative may consult with legal counsel, independent public accountants and other experts selected by him or her and shall not be liable for any action taken or omitted to be taken in good faith by him or her in accordance with the advice of such counsel, accountants or experts. The Sellers’ Representative shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. As to any matters not expressly provided for in this Agreement, the Sellers’ Representative shall not exercise any discretion or take any action.

Sellers’ Representative. (a) Each of the Sellers Seller hereby irrevocably constitutes and appoints ▇Lars C▇▇▇ ▇▇▇▇▇▇ Qvist, as Seller’s Representative hereunder for the purposes of representing his his, her or its lawful attorney-in-fact and exclusive agent, as the original Sellers’ Representative under this Agreement, with the exclusive authority to act as such hereunder as further provided in this Section 10.13. Lars C▇▇▇ ▇▇▇▇▇▇ Qvist has the right to resign and appoint a new individual interests. Each of the Sellers hereby authorizes or entity to serve as the Sellers’ Representative within twenty (20) days after the Execution Date without the consent of any Person, and such designee shall have full rights to act serve as the Sellers’ Representative as provided herein. (b) Until the delivery of written notice of appointment of a successor Sellers’ Representative reasonably acceptable to the Buyer under this Section 10.13, the Sellers’ Representative shall serve as exclusive agent and attorney-in-fact for each Seller, for and on his or behalf of each Seller, with full power and authority to represent, in its behalf sole discretion, each Seller and such Seller’s heirs, executors, personal representatives, beneficiaries, successors and assigns with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting and except as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers otherwise provided in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller actions taken by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement will be binding upon each Seller and such Seller’s heirs, executors, personal representatives, beneficiaries, successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, the Sellers’ Representative has full power and authority, on behalf of each Seller and such Seller’s heirs, executors, personal representatives, beneficiaries, successors and assigns, to interpret the terms and provisions of this Agreement, to dispute or fail to dispute any claim under this Agreement, to negotiate and compromise any dispute that may arise under this Agreement, to sign any releases or other documents with respect to any such dispute, and to agree to and sign any amendments, waivers, or other documents in connection with the consummation of the Contemplated Transactions. Without limiting the generality of the foregoing, the Sellers’ Representative shall have full power and authority to: (i) review, consider, challenge and resolve the Closing Statement, the Adjusted Purchase Price, and all the components (and the calculation) thereof; (ii) withhold and maintain the Sellers’ Representative Escrow Account; (iii) pay, from the Sellers’ Representative Escrow Account, all costs, fees, expenses and Taxes (including legal and accounting fees and expenses) as from time-to-time it shall incur in connection with the performance of its duties as the Sellers’ Representative hereunder (iv) pay from the Sellers’ Representative Escrow Account any amount required to be paid by the Sellers under Section 2.05(b)(iii); (v) assert, settle, litigate and otherwise resolve any and all claims for indemnification under Section 8.05; (vi) review, consider, challenge, dispute, compromise, settle, litigate, defend and otherwise resolve all indemnification claims under Section 8.02 and Section 8.03, including any Third-Party Claims arising in connection therewith; (vii) waive any conditions precedent, in whole or in part, under this Agreement; (viii) terminate this Agreement as contemplated by Article 9; (ix) consent to an assignment of this Agreement pursuant to Section 10.06; (x) consent to the amendment or modification of this Agreement; an (xi) consent to any public announcement of this Agreement pursuant to Section 6.13. For the avoidance of doubt, the Sellers’ Representative Escrow Account shall not serve as an escrow account for potential indemnification claims made by a Buyer Indemnitee. (c) In addition to the foregoing rights, the Sellers’ Representative shall also have the right to enforce against each Seller formerly holding Options, the provisions of Section 5 of the Stock Option Award Agreements to which such Seller was a party to immediately prior to the Closing, regardless of any termination of such Stock Option Award Agreements on the Closing Date, and each such Seller hereby agrees to abide by such provisions as calculated by the Sellers’ Representative, which such calculations shall be deemed final and binding on such Seller, absent manifest error. (d) Certain Sellers have entered into an engagement agreement (the “Sellers’ Representative Engagement Agreement”) with the Sellers’ Representative to provide direction to the Sellers’ Representative in connection with its services under this Agreement and the Sellers’ Representative Engagement Agreement (such Sellers, including their individual representatives, collectively hereinafter referred to as the “Sellers’ Representative Advisory Group”). A Seller will be deemed a party or a signatory to any contract, document, instrument or certificate for which the Sellers’ Representative signs on behalf of such Seller. All decisions, actions and instructions by the Sellers’ Representative, including the defense or settlement of any claims for which the Sellers may be required to indemnify a Buyer Indemnitee pursuant to Article 8, will be conclusive and binding on each Seller and such Seller’s successors as if expressly confirmed and ratified in writing by such Seller, and no Seller has the right to object, dissent, protest or otherwise contest the same. Each Seller shall defend and indemnify and hold harmless the Sellers’ Representative Group from and against any losses, claims, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), damages, judgments, amounts paid in settlement, fines or liabilities (collectively, the “Sellers’ Representative Expenses”) that they may suffer or sustain arising out of or in connection with the acceptance or administration of its duties hereunder or under the Sellers’ Representative Engagement Agreement . Such Sellers’ Representative Expenses may be recovered first, from the Sellers’ Representative Escrow Account, and second, directly from the Sellers. The Sellers acknowledge that the Sellers’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the Contemplated Transactions hereby. Furthermore, the Sellers’ Representative shall not be required to take any action unless the Sellers’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Sellers’ Representative against the costs, expenses and liabilities which may be incurred by the Sellers’ Representative in performing such actions. (e) Except as otherwise provided in this Agreement, the Buyer has the right to rely conclusively on the instructions and decisions of the Sellers’ Representative as to the settlement of any claims for indemnification by the Buyer pursuant to Article 8, or any other actions required or permitted to be taken by the Sellers’ Representative hereunder, and no Seller will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Sellers’ Representative. The Sellers’ Representative shall be entitled to: (i) rely upon the Consideration Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Seller or other party. Any action taken by the Sellers’ Representative pursuant to the authority granted in this Section 10.13 is effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such Seller. The powers, immunities and rights to indemnification granted to the Sellers’ Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the liquidation, bankruptcy, incompetence, death or incapacity of any Seller and shall be binding on any successor thereto, and (ii) shall survive the Initial Closingdelivery of an assignment by any Seller of the whole or any fraction of his, her or its interest in the Sellers’ Representative Escrow Account. The provisions of this Section 10.13 are binding upon the heirs, executors, personal representatives, beneficiaries, successors and assigns of each Seller, and any Subsequent references in this Agreement to a Seller means and includes the successors to such Seller’s rights hereunder, whether pursuant to any agreement or declaration of trust, testamentary disposition, the laws of descent and distribution or otherwise. (f) If the Sellers’ Representative dies or becomes incapacitated or otherwise becomes unable to perform the responsibilities hereunder or resigns from such position, the Sellers shall, by written consent of a majority of the Sellers (based on their respective Pro Rata Allocations), appoint a substitute representative to fill such vacancy. Any substitute representative shall be deemed to be the Sellers’ Representative for all purposes of this Agreement. Upon the selection of such substitute representative, the substituted representative shall promptly notify the Buyer in writing of his, her or its appointment pursuant to this Section 10.13(e), which written notice shall be accompanied by a copy of the written consent effectuating such appointment. Notwithstanding anything to the contrary in this Section 10.13(e), Buyer shall have no liability to the Sellers for relying conclusively on the instructions and decisions of the then-effective Sellers’ Representative during any delay between the appointment of a new Sellers’ Representative and the delivery of such notification. The immunities and rights to indemnification shall survive the resignation or removal of the Sellers’ Representative or any member of the Sellers’ Representative Advisory Group and the Closing and/or any termination of this Agreement. (g) The Sellers’ Representative shall have no duties (including any fiduciary duties) or obligations to the Sellers hereunder, except as expressly set forth in this Agreement and in the Sellers’ Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Sellers’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Schedules. The decisions and actions of the Sellers’ Representative relating to this Agreement shall be final and binding on the Sellers. Neither the Sellers’ Representative nor its and its agents, members, managers, directors, officers, contractors, employees nor any member of the Advisory Group and other representatives (collectively, the “Sellers’ Representative Group”) shall have any liability in respect of any action, claim or proceeding brought against such Persons by any Seller, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, unless such Person was grossly negligent or acted in bad faith. (h) Upon the Closing as provided in Section 1.03(a)(iii) the Buyer shall wire from the Purchase Price otherwise payable to the Sellers, and on behalf of such Sellers, to the Sellers’ Representative the Sellers’ Representative Escrow Amount which shall be held by the Sellers’ Representative as agent and for the benefit of the Sellers in a segregated client account and shall be used (i) for the purposes of paying directly or reimbursing the Sellers’ Representative for any Sellers’ Representative Expenses incurred pursuant to this Agreement or the Sellers’ Representative engagement agreement, or (ii) as otherwise determined by the Sellers’ Representative Advisory Group. The Sellers’ Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Sellers’ Representative Escrow Account other than as a result of its gross negligence or willful misconduct. The Sellers’ Representative is not acting as a withholding agent or in any similar capacity in connection with the Sellers’ Representative Escrow Account, and has no tax reporting or income distribution obligations hereunder. As soon as reasonably determined by the Sellers’ Representative that the Sellers’ Representative Escrow Account is no longer required to be withheld, the Sellers’ Representative shall distribute the remaining Sellers’ Representative Escrow Account, if any, to each Seller in accordance with such Seller’s Pro Rata Allocation.

Sellers’ Representative. 13.1 Each of the ODL Sellers hereby appoint the Sellers’ Representative as its agent with power on its behalf to take any action required, permitted or, in the absolute discretion of the Sellers’ Representative, desirable or expedient pursuant to or in connection with this Agreement, including power to - (a) Each sign the Buyer’s Disclosure Letter by way of receipt on behalf of each of the ODL Sellers; (b) give any consent, direction or notice to be given by all or any of the ODL Sellers hereby appoints under or in connection with this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement and which shall be given in writing specifying that such consent, direction or notice is given in his capacity as Sellers’ Representative under this Agreement (and any notice or other communication so given shall be deemed to have been given to all the ODL Sellers); (c) receive all demands, notices or other communications directed to the ODL Sellers under or in connection with this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement; (d) vary, amend or waive any provisions of this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement. 13.2 Subject to clauses 13.3 and 13.4 below, the appointment of the Sellers’ Representative shall be irrevocable until the date on which any claim made by the Buyer under this Agreement, the Tax Deed and any other document referred to in, or entered into pursuant to or in connection with, this Agreement shall have been finally satisfied, settled or withdrawn, at which date such appointment shall automatically terminate, and from Completion until such time the Buyer and all other persons may conclusively and absolutely rely, without inquiry, upon any action of the Sellers’ Representative in accordance with this clause as the act of the ODL Sellers in all matters referred to in clause 13.1. 13.3 The ODL Sellers acknowledge and agree that the C-Corp Sellers shall have the sole right to appoint and remove the Sellers Representative. C-Corp Sellers shall be entitled at any time, by sending a joint written notice to the Buyer in advance of any such termination, to terminate the appointment of the person at that time appointed as the Sellers’ Representative and to appoint any other person to act as the Sellers’ Representative in his place provided that such person agrees in writing to accept such appointment in accordance with the terms of this Agreement. 13.4 In the event of the death or incapacity of the Sellers’ Representative, the C-Corp Sellers shall within 14 days thereafter by joint written notice to the Buyer appoint an ODL Seller as his successor who shall agree in writing to accept such appointment in accordance with the terms of this Agreement. 13.5 Save in respect of fraud or dishonesty, the Sellers’ Representative shall not be liable to the other ODL Shareholders for any claims whatsoever arising from any act it may do pursuant to this clause. 13.6 The first Sellers’ Representative shall be ▇▇▇▇▇ ▇▇▇▇▇▇▇ who agrees to act as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under upon the terms and conditions set out in this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments clause and in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers Seller hereby authorizes the Sellers’ Representative to act on his or and directs Bluff Point Associates Corp. as its behalf with respect to all matters arising agent, proxy and attorney-in-fact and representative under this Agreement requiring or contemplating (the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the “Sellers’ representative for Representative”) to take any and all actions in the purpose of settling name and on behalf of such Seller as may be necessary or appropriate to exercise or perform the Sellers any claims made by Buyer rights, powers and obligations of such Seller under Section 12.1(a)(i)this Agreement and to consummate the transactions contemplated hereby, representing including executing and delivering the Sellers Escrow Agreement in any indemnification proceedings under Section 12.3the name and on behalf of such Seller, approving any waivers or amendments in accordance with Section 13.6and to exercise such rights, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except power and authority, as aforesaidare authorized, each Seller hereby agrees delegated and granted to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his behalf of Sellers pursuant to this Agreement (including the right to receive notices and other documentation pursuant to the terms of this Agreement on behalf of Sellers). By its execution hereof, each Seller hereby authorizes, delegates and grants to the Sellers’ Representative authority to take all actions that this Agreement provides are to be taken by such Sellers. (b) Each Seller agrees that the Sellers’ Representative (i) shall not be liable for any actions taken or omitted to be taken under or in connection with this Agreement or the transactions contemplated hereby and (ii) shall not owe any fiduciary duty or have any fiduciary responsibility to any Seller or the Company as a result of its behalf actions taken as the Sellers’ Representative pursuant to this Agreement. If , except for any reason such actions taken or omitted to be taken resulting from the Sellers’ Representative’s willful misconduct. (c) Purchaser agrees that the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representativeis serving in such capacity solely for purposes of administrative convenience, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever such capacity for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunderobligations of Sellers hereunder, (i) the Sellers’ Representative and Purchaser shall not assume any, and shall incur no, responsibility whatsoever look to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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 assets of the Sellers’ Representative pursuant for the satisfaction of any obligations to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless be performed by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSellers hereunder.

Sellers’ Representative. (a) Each of the Sellers Seller hereby appoints ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, as such Seller’s representative to act as Representative hereunder for the all purposes of representing this Agreement and the transactions contemplated hereby, with the right, in such capacity, in his or its individual interests. Each discretion, to do any and all things and to execute any and all documents in such Stockholder’s place and stead, in any way which such Stockholder could do if personally present, in connection with this Agreement and the transactions contemplated thereby, including the authority on behalf of such Seller, without giving notice to such Seller, to take any of the Sellers hereby authorizes following actions: (i) to accept on such Seller’s behalf any amount payable to such Seller under this Agreement; (ii) to negotiate and otherwise deal with Parent or LuxCo, in all respects; (iii) to accept and give service of process and all other notices and other communications relating to this Agreement; (iv) to settle any dispute relating to the Sellers’ terms of this Agreement; (v) to execute any instrument or document that the Representative to act on may determine is necessary or desirable in the exercise of his or its behalf with respect to all matters arising authority under this Agreement requiring and power-of-attorney; and (vi) to act in connection with all matters relating to this Agreement and the transactions contemplated thereby, including the power to employ auditors, attorneys and other Persons in connection therewith. (b) Each Seller further agrees, as follows: (i) Such Seller recognizes the inherent conflict of interest of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as the Representative and waives any claims with respect thereto; (ii) the Representative (A) shall not incur any personal liability for acting in such capacity if in doing so he acts upon advice of counsel or contemplating otherwise acts in good faith, (B) shall not incur any personal liability for acting in such capacity in the possibility absence of some notice his willful misconduct, (C) may act upon any instrument or signature believed by him to be sent genuine and may assume that any Person purporting to give any notice or frominstruction under this Agreement or under any other related agreement or document believed by him to be authorized has been authorized to do so (D) shall not be responsible for the investment of any payments received from Parent for the benefit of Sellers, and (E) shall be promptly reimbursed by Sellers, pro rata for out-of-pocket expenses incurred by him in his capacity of Representative, and such expenses shall first be satisfied from any payment paid by Parent and received by the Representative for the benefit of Sellers, prior to distribution of such payments to Sellers; and (iii) If ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is unable to serve or resigns as the Representative, Sellers may appoint from among their ranks a substitute Representative to replace ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ which individual shall have all the powers and authority granted to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ by this Section 13.15. Parent and LuxCo shall accept such substitute Representative without objection; provided, however, that ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall continue to serve as the Representative until such substitute Representative has been appointed by Sellers. (c) At and after Closing, Parent and LuxCo shall be entitled to deal exclusively with Representative on all matters relating to this Agreement and the transactions contemplated hereby involving Sellers, or some action to be taken byany of them, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon conclusively (without further evidence of any communications or writings given or executed kind whatsoever) on any statements made by the Sellers’ Representative or documents executed or purported to be executed on behalf of any Seller by the Representative, and shall not be liable in on any manner whatsoever for any other action taken or not purported to be taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any on behalf of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment the Representative including the appropriate communication or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled delivery to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSeller.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the irrevocably nominate, constitute and appoint Sellers’ Representative as the agent, agent for service of process and true and lawful attorney-in-fact of each Seller, individually, and all Sellers, collectively, with full power of substitution, to act on his or its behalf in the name, place and stead of any Seller with respect to all matters arising any matter under this Agreement requiring or contemplating the possibility Escrow Agreement, including the exercise of some notice the power to (i) execute, deliver, acknowledge, certify and file (in the name of Sellers, any Seller or otherwise) any documents or consents and otherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to be sent to necessary, desirable or fromappropriate, or some action to be taken by, the on behalf of Sellers, in connection with any matter contemplated in Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or Section 9.8 (including acting as negotiating, entering into compromises or settlements of and resolving any dispute or litigation with respect to any such matters); and (ii) receive the Sellers’ representative for the purpose of settling Closing Payment on behalf of the Sellers pursuant to Section 2.3(a) along with any claims made by Buyer under Section 12.1(a)(i), representing other payments or distributions due to the Sellers pursuant to this Agreement, and (iii) give and receive notices and communications under this Agreement or the Escrow Agreement. Sellers’ Representative hereby accepts its appointment as Sellers’ Representative. The power of attorney granted in this Section 9.12 is coupled with an interest and irrevocable, may be delegated by Sellers’ Representative and shall survive the death, incapacity, dissolution or liquidation of each Seller. (b) A decision, act, consent or instruction of Sellers’ Representative shall constitute a decision of Sellers and shall be final, binding and conclusive upon Sellers. Buyer, the Company and the Subsidiaries are hereby relieved from any indemnification proceedings under Section 12.3, approving Liability to any waivers or amendments Person for any acts done by them in accordance with Section 13.6such decision, but excluding act, consent or instruction of Sellers’ Representative. Notwithstanding anything to the settling of contrary contained in this Agreement, Buyer (and, if applicable, any claims made by Buyer under Section 12.1(a)(iiIndemnified Party) against a Seller. Except as aforesaid, each Seller hereby agrees shall be entitled to be bound by any and all notices sent and actions taken (and notices not sent and actions not takeni) by the deal exclusively with Sellers’ Representative on his all matters relating to Section 2.4, Section 7.3, Section 7.4, Article VIII, Section 9.3 or its Section 9.8 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’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Representative, as fully binding upon such Seller. Each Seller hereby confirms each and every action to be taken by Sellers’ Representative pursuant to this power of attorney as if it were such Seller’s own and waives any right to make any claim against Sellers’ Representative that may arise, directly or indirectly, as a result of Sellers’ Representative’s actions by virtue of this power of attorney. (c) (i) Sellers’ Representative may be changed from time to time upon not less than five (5) Business Days’ prior written notice to Buyer, (ii) Sellers’ Representative may at any time, upon thirty (30) days prior written notice to Buyer and Sellers, resign and designate a replacement Sellers’ Representative, or (iii) if Sellers’ Representative shall dissolve or liquidate or otherwise become unable to fulfill its responsibilities as representative of Sellers, then Sellers holding a majority of the Stock prior to the Closing shall within thirty (30) days after such dissolution, liquidation or other event, appoint a successor representative and, promptly thereafter, shall notify Buyer of the identity of such successor; provided, that, with respect to the preceding clauses (i), (ii) and (iii), such changes to Sellers’ Representative shall be effective upon the later of the date indicated in such notice or the date such notice is received by Buyer; provided, further, that until such notice is received, Buyer shall be entitled to rely on the decisions, actions, consents and instructions of the prior Sellers’ Representative as described in Section 9.12(b). Any such successor shall become “Sellers’ Representative” for purposes of this Agreement, and all power, authority, rights and privileges conferred in this Agreement to Sellers’ Representative will apply to any successor Sellers’ Representative. If for any reason the there is no Sellers’ Representative at any time, all references herein to Sellers’ Representative shall be unable deemed to perform its duties refer to the number of Sellers holding a majority of the Stock prior to the Closing. (d) No bond shall be required of Sellers’ Representative. Sellers’ Representative shall not be liable to any Seller for any act done or omitted hereunder as Sellers’ Representative, unless such action or omission results from or arises out of fraud, willful misconduct, gross negligence or bad faith on the holders part of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer , with the understanding that any act done or omitted pursuant to the advice of counsel shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any considered conclusive evidence of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the good faith. Sellers’ Representative shall be entitled to rely be indemnified by Sellers, on a joint and several basis, for any loss, liability or expense incurred without gross negligence or willful misconduct on the advice part of counselSellers’ Representative with respect to any matter arising out of or in connection with the acceptance or administration of its duties hereunder. Sellers’ Representative shall be entitled to recover from Sellers, public accountants or other independent experts experienced on a joint and several basis, any out-of-pocket costs and expenses reasonably incurred by Sellers’ Representative in the matter at issue, good faith and any error in judgment or other act or omission of the connection with actions taken by Sellers’ Representative pursuant to such advice shall in no event subject this Agreement (including the hiring of accountants and legal counsel and the incurring of accounting and legal fees and costs). Sellers’ Representative shall keep reasonably detailed records of the costs and expenses for which it seeks reimbursement as herein provided. Anywhere in the Agreement where Sellers’ Representative is obligated to liability pay any amount to Buyer (or any Seller unless by Buyer Indemnified Party) after the Closing Date in its capacity as Sellers’ Representative, the obligation to pay such amount is an obligation of the applicable Seller(s) and Sellers’ Representative’s gross negligence or willful misconduct. All obligation is to pay over such amounts on behalf of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementapplicable Seller(s) upon receipt thereof from such Seller(s).

Sellers’ Representative. (a) Each By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ as its representative (“Sellers’ Representative”), with full power of substitution to act in the name, place, stead and on behalf of such Seller with respect to the terms and provisions of this Agreement and the Transaction Documents as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as Sellers’ Representative shall deem necessary, appropriate or advisable, in such Person’s sole discretion, in connection with any of the transactions contemplated under this Agreement or the Transaction Document, including the power: (i) to deliver the certificates representing the Acquired Interests required to be delivered by such Seller pursuant to this Agreement; (ii) to execute and deliver all Transaction Documents, certificates, and other documents that Sellers’ Representative deems necessary, appropriate or advisable in connection with the consummation of the transactions contemplated by this Agreement and the Transaction Documents; (iii) to receive and give receipt for all payments made by Buyer to any Seller under this Agreement, including any adjustments thereto, or from the Escrow Account; (iv) to employ, at the expense of the Sellers, and obtain the advice of legal counsel, accountants and other professional advisors as Sellers’ Representative, in such Person’s sole discretion, deems necessary or advisable in the performance of such Person’s duties as Sellers’ Representative and to rely on their advice and counsel; (v) to amend or waive any provision of this Agreement or any Transaction Document, provided that any such amendment or waiver, if material to the rights and obligations of the Sellers in the reasonable judgment of Sellers’ Representative, shall be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; (vi) to agree with Buyer with respect to any matter or thing Sellers’ Representative deems necessary, appropriate or advisable in connection with the provisions of this Agreement calling for the agreement of any Seller, give and receive notices on behalf of all Sellers and act on behalf of all Sellers in connection with any matter as to which the Sellers are or may be obligated to indemnify Buyer under this Agreement, all in the absolute discretion of Sellers’ Representative; (vii) to dispute or fail to dispute any liability claim hereunder and to negotiate and compromise any dispute that may arise under Sections 2.7, 2.8 or 2.9 and to sign any releases or other documents with respect to any such dispute, including the interpretation of, disputing or failing to dispute the composition or amount of the Closing Date Cash on Hand, Closing Date Net Working Capital, Adjustment Indebtedness, Adjustment Selling Expenses, any Clawback Amount, any Earnout Payment or any other item on the Adjustment Statement or any Earnout Calculation Statement and negotiating and signing any release in respect of any such dispute; (viii) to settle all other disputes and claims that arise under this Agreement or any Transaction Document and any other Contract, certificate or instrument delivered in connection with this Agreement; and (ix) to do or refrain from doing any further act or deed on behalf of the Sellers that Sellers’ Representative deems necessary, appropriate or advisable in such Person’s sole discretion relating to the subject matter of this Agreement as fully and completely as any Seller could do if personally present and acting. (b) The appointment of Sellers’ Representative in this Section 10.19 shall be deemed coupled with an interest and shall be irrevocable, and shall be binding and enforceable on and against each Seller and his, her or its successors, assigns and Affiliates, and Buyer and any other Person (including the Company after the Closing) may conclusively and absolutely rely, without inquiry, upon any action of Sellers’ Representative as the act of each Seller in all matters referred to in this Agreement or the Transaction Documents. Each Seller hereby appoints ratifies and confirms all that Sellers’ Representative shall do or cause to be done by virtue of the Sellers’ Representative’s appointment as Sellers’ Representative of such Seller. Sellers’ Representative shall act for all Sellers on all of the matters set forth in this Agreement in the manner Sellers’ Representative believes to be in the best interest of all Sellers and consistent with Sellers’ Representative’s obligations under this Agreement, but Sellers’ Representative shall not be responsible to any Seller for any liability any Seller may suffer by reason of the performance by Sellers’ Representative of Sellers’ Representative’s duties under this Agreement, including any liability resulting from any error of judgment, mistake of fact or Law, or any act done or omitted to be done in good faith, other than liability arising from willful violation of Law or gross negligence in the performance of Sellers’ Representative’s duties under this Agreement. (c) Each Seller hereby expressly acknowledges and agrees that Sellers’ Representative is authorized to act on behalf of such Seller notwithstanding any dispute or disagreement among the Sellers, and that the Buyer Affiliated Companies shall be entitled to rely on any and all action taken by Sellers’ Representative under this Agreement or the Transaction Documents without liability to, or obligation to inquire of, any Seller. Each Seller hereby further expressly acknowledges that the Selling Expenses will be allocated by Sellers’ Representative among Sellers pursuant to the percentages set forth on Schedule 2.2(c) and that such Selling Expenses do and will include (i) reimbursement of amounts previously paid by the Company or the Sellers in connection with the negotiation of this Agreement and the transactions contemplated hereby and (ii) payment of accrued and unpaid Selling Expenses from amounts due and payable to the Sellers after the Closing. The Sellers hereby jointly and severally agree to indemnify, defend and hold Sellers’ Representative harmless from and against any and all liability (including fees and expenses of legal counsel) reasonably incurred or suffered as a result of the performance of Sellers’ Representative’s duties under this Agreement except for actions by Sellers’ Representative constituting gross negligence or willful misconduct. (d) In the event ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the (and/or any subsequent Sellers’ Representative appointed pursuant to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or fromSection 10.18(d)) resigns, or some action otherwise becomes unable to be taken byserve, the SellersSellers shall, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i)within thirty (30) days after notice thereof, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against determine and designate a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the successor Sellers’ Representative who shall have all of the rights, powers and authority conferred on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable in this Agreement, and if the Sellers fail to perform its duties hereunder as Sellers’ Representativedesignate such successor within such period, the holders any Seller or Buyer may petition a court of appropriate jurisdiction for appointment of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellerssuccessor ▇▇▇▇▇▇▇’ Representative. (be) In performing his duties under Prior to making any modifications to this AgreementAgreement as permitted hereby, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, provide the Sellers with five (5) Business days prior written notice of such modifications and shall incur no, responsibility whatsoever to any Seller by reason obtain the consent of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted all Sellers to the Sellers’ Representative under this Agreement same, which consent shall survive the Initial Closingnot be unreasonably withheld, any Subsequent Closing and/or any termination of this Agreementconditioned or delayed.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes and constitutes the Sellers’ Representative as such person’s true and lawful attorney with full power and authority in each Seller’s name and on each Seller’s behalf to act on his do, execute and perform any and all of the following acts, deeds and things: (i) to negotiate, agree, sign, execute and deliver any amendments or its behalf supplements to and to grant any waivers and consents under this Agreement and any Ancillary Agreements; (ii) to receive and submit all notices, instructions and other communications required or permitted to be given to or by such Person under this Agreement and any Ancillary Agreements, including without limitation all notices under Section 7.5; (iii) to give any confirmations and certificates required or permitted to be given by the Sellers under this Agreement; (iv) to defend, compromise or settle any claims made by Parent or the Buyer under this Agreement and any other claims made against the Sellers pursuant to this Agreement (including claims by an Indemnified Party pursuant to Section 6.2); (v) to engage legal counsel to represent such person in connection with respect to all matters any matter arising under this Agreement requiring and any Ancillary Agreements; and (vi) to take any other action required or contemplating the possibility of some notice to be sent to or from, or some action permitted to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf by any of the Sellers under this Agreement or any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(iiAncillary Agreement. (b) against a Seller. Except as aforesaid, each Each Seller hereby agrees to shall be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or documents executed by the Sellers’ Representative pursuant to this Section 7.3, and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard conclusively rely on any notices action or communications given decision of the Sellers’ Representative without further actions or made consulting the Sellers. (c) The Sellers’ Representative shall incur no liability towards the Sellers for any action taken by it, or any Selleromission to take action, in his good faith and in accordance with this Section 7.3, and shall be indemnified by the Sellers from and against any losses incurred by it in the performance of its duties as such in the absence of gross negligence or its individual capacity, which is contrary to a notice or communication given or made by willful misconduct on the part of the Sellers’ Representative. (bd) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon event the Sellers’ Representative hereunder is unable or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever unwilling to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by as the Sellers’ Representative’s gross negligence or willful misconduct, then the Sellers shall jointly appoint another person to act as the Sellers’ Representative, and (ii) notify the Buyer in writing of such appointment. Any change of the Sellers’ Representative shall be entitled to rely on effective from the advice time when the Buyer receives written notice 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 such change from the Sellers’ Representative pursuant to such advice shall in no event subject or the Sellers’ Representative to liability to any Seller unless by Sellers (as the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementcase may be).

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Seller designates Sellers’ Representative to act as the representative and attorney-in-fact of such Seller with full power and authority, including power of substitution, acting in the name of and on his behalf of such Seller, for all purposes under this Agreement, including receipt of disclosures, granting and/or executing consents or its behalf waivers, receiving notices, settling disputes with respect to all matters arising under indemnification claims and the calculation of the Purchase Price and agreeing to and executing amendments and/or modifications to this Agreement. (b) By executing this Agreement requiring or contemplating under the possibility heading of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the “Sellers’ representative for the purpose Representative,” Alpha Natural Resources (and, effective upon dissolution of settling Alpha Natural Resources, ReorgCo) hereby (i) accepts its appointment and authorization to act as Sellers’ Representative as attorney-in-fact and agent on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling terms of any claims made by Buyer under Section 12.1(a)(iithis Agreement and (i) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representativeobligations under, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Sellerotherwise comply with, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representativethis ‎Section 12.15. (bc) In performing his the performance of its duties under this Agreementhereunder, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on upon any document or instrument reasonably believed by it to be genuine and accurate. Sellers’ Representative may assume that any Person purporting to give any notice in accordance with the advice provisions hereof has been duly authorized to do so. In the absence of counselproven willful misconduct, public accountants or other independent experts experienced (i) Sellers’ Representative shall not be liable to the Sellers with respect to its performance of the functions specified in the matter at issuethis Agreement, and (i) no Seller shall commence, prosecute or maintain any error actions or proceedings against Sellers’ Representative with respect to its performance of the functions specified in judgment this Agreement. In determining the occurrence of any fact, event or other act or omission contingency, Sellers’ Representative may request from any of the Sellers such reasonable additional evidence as Sellers’ Representative in its sole discretion may deem necessary, and may at any time inquire of and consult with others, including any of the Sellers’ Representative pursuant , and shall not be liable to such advice shall any Seller for any damages resulting from any delay in no event subject the acting hereunder pending receipt and examination of additional evidence requested. (d) Each Seller and ReorgCo agrees to cause its respective Affiliates to comply with their respective obligations under this Agreement. (e) ReorgCo will automatically succeed Alpha Natural Resources as Sellers’ Representative to liability to any Seller unless by the Sellersupon Alpha Natural Resources’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementdissolution.

Sellers’ Representative. (a) Each of the Sellers By signing this Agreement each Seller hereby appoints ▇▇▇▇ ▇▇▇▇▇ the Sellers’ Representative as such Seller’s Representative hereunder representative, agent and true and lawful attorney-in-fact to act on behalf of such Seller with full power of substitution or resubstitution, solely for the purposes set forth below, such appointment being coupled with an interest and irrevocable. The Sellers’ Representative is hereby authorized to act on behalf of representing his each Seller under this Agreement, the Escrow Agreement and the Registration Rights Agreement, or its individual interestsany provision hereof or thereof. Each Without limiting the generality of the Sellers foregoing, each Seller hereby authorizes the Sellers’ Representative to: (i) deliver notices and communications to act on his Buyer; (ii) receive notices, communications and service of process (all of which will be deemed delivered to or served upon all Sellers upon delivery to the Sellers’ Representative); (iii) object to, not object to, agree to, negotiate and resolve all matters relating to the contingent post-closing payments described in Section 2.5(b); (iv) agree to, disagree with, negotiate, dispute, litigate, arbitrate, settle, compromise and comply with court orders relating to all matters with respect to claims for indemnification made by Buyer pursuant to Sections 6 and 7; (v) agree to, negotiate, execute and deliver all amendments, modifications, waivers, and consents to or with respect to this Agreement, the Escrow Agreement and the Registration Rights Agreement, or any provision hereof or thereof; (vi) engage, employ or appoint such agents or representatives (including attorneys, accountants and consultants) as the Sellers’ Representative deems reasonable and appropriate to assist Sellers’ Representative with its behalf duties and obligations hereunder; (vii) take any other action contemplated by this Agreement to be taken by the Sellers’ Representative; and (viii) incur such costs and expenses as the Sellers’ Representative deems reasonable and appropriate in connection with the foregoing. (b) Each Seller agrees that, after the Closing Date, Buyer shall be entitled to deal exclusively with the Sellers’ Representative with respect to all matters arising under relating to this Agreement requiring or contemplating the possibility of some notice to be sent to or from(including, or some action to be taken bywithout limitation, under Sections 2.5, 6 and 7), the SellersEscrow Agreement and/or the Registration Rights Agreement; any decision, including acting as the Sellers’ representative for the purpose act, consent or instruction of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall constitute a decision, act, consent or instruction of all Sellers and shall be unable final, binding and conclusive upon each and every Seller; and Buyer and the Company may rely upon any decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. (c) The Sellers’ Representative may resign as Sellers’ Representative at any time with or without cause by giving at least ten (10) days’ prior written notice (a “Resignation Notice”) to perform its duties hereunder the Sellers and the Buyer. Upon receipt of a Resignation Notice, the Sellers shall appoint a replacement Seller’s Representative as promptly as is practicable and in any event prior to the effective date of resignation specified in the Resignation Notice. Sellers shall deliver to Buyer prior to the expiration of the notice period in the Resignation Notice written notice (the “Appointment Notice”) confirming the appointment of the replacement Sellers’ Representative, which notice shall specify the holders of a majority in interest name, address and phone number of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon signed (i) by Sellers representing a simple majority of the actions taken or not taken or communications or writings given or executed Shares based on Sellers’ holdings of Shares immediately prior to the Closing and (ii) by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the replacement Sellers’ Representative hereunder accepting such appointment. All decisions, acts, consents or thereunder, (i) instructions taken by the outgoing Sellers’ Representative in accordance with the terms of this Agreement prior to the resignation date specified in the Resignation Notice (or, if earlier, the effective date specified in the Appointment Notice) shall remain final, binding and conclusive on all Sellers and shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless be affected by the Sellers’ Representative’s gross negligence or willful misconductresignation, and, from and (ii) after the effective date specified in Appointment Notice, the replacement Sellers’ Representative shall be entitled to rely 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 have all of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities rights, authority and powers duties granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementhereunder.

Sellers’ Representative. Each Seller hereby appoints HFS as the representative of such Seller to act as the agent on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (a) Each acceptance of any payments hereunder and delivery of wire instructions in connection therewith; (b) delivering any funds hereunder; (c) determining whether the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ conditions to closing in Section 7.2 have been satisfied and supervising the Closing, including waiving any such condition if HFS, in its sole discretion, determines that such waiver is appropriate; (d) taking any action that may be necessary or desirable, as determined by HFS in its sole discretion, in connection with the termination hereof in accordance with Article 9; (e) taking any and all actions that may be necessary or desirable, as determined by HFS in its sole discretion, in connection with the amendment hereof in accordance with Section 11.3; (f) accepting notices on behalf of such Seller; (g) executing and delivering, in HFS’s Representative hereunder for capacity as the purposes representative of representing his such Seller, any and all notices, documents or its individual interests. Each certificates to be executed by HFS, on behalf of the Sellers hereby authorizes the Sellers’ Representative to act such Seller, in connection with this Agreement; (h) granting any consent or approval on his or its behalf with respect to all matters arising of such Seller under this Agreement requiring and (i) taking any and all other actions and doing any and all other things provided in or contemplating the possibility of some notice contemplated by this Agreement to be sent to performed by such Seller or from, or some action to be taken by, by HFS on behalf of such Seller. As the representative of the Sellers, including acting HFS will act as the Sellers’ representative agent for the purpose of settling all Sellers and shall have authority to bind each Seller in accordance with this Agreement. Each Seller agrees that Buyer will be entitled to rely on any action taken by HFS on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this AgreementSection 3.4, and that any such action will be binding upon each Seller as fully as if such Seller had taken such action. If for Each Seller agrees that Buyer does not have any reason the Sellers’ Representative shall be unable duty to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications investigate or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for question any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative HFS under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementand that Buyer may fully rely upon such actions and inactions without further inquiry or other duty.

Sellers’ Representative. 1.1 Each Seller hereby appoints Seller 1 as its representative (the “Seller’s Representative”) to act in its name or on their behalf for all purposes under the Transaction Documents in connection with the sale and purchase of the Assets, including for the purposes of: (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ taking any and all actions and decisions that may be necessary or desirable, as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes determined by the Sellers’ Representative in its sole discretion in connection with the sale and purchase of the Assets pursuant to act on his the Transaction Documents (including agreeing or its behalf consenting to any matter which requires the agreement or consent of some or all of the Sellers); (b) receiving, holding and delivering to the Purchasers the various completion deliverables described pursuant to Part 1 of Schedule 2; (c) varying, amending or waiving any provisions of this agreement, provided that any variation, amendment or waiver does not materially and disproportionately extend or increase the liability of any Seller without such Seller’s prior consent; (d) acting with respect regard to all matters arising under this Agreement requiring or contemplating the possibility claims in respect of some notice to be sent to or from, or some action to be taken by, the Sellersany Transaction Document, including acting as the power to acknowledge responsibility for any such claim and the power to compromise any such claim; and (e) receiving all demands, notices or other communications directed to such Seller pursuant to any Transaction Document and to do or refrain from doing any further act or deed on which the Sellers’ representative Representative deems in its sole discretion to be necessary or appropriate. 1.2 In the event of the incapacity of the Sellers’ Representative, the Sellers agree to appoint, by simple majority vote (with the prior written consent of Purchasers’ Representative), a successor within the five (5) day period immediately following the date of such incapacity, so that (to the extent practicable) there shall always be a Sellers’ Representative while obligations under this agreement remain outstanding or there remains potential liability for any Seller under this agreement. The appointment of a successor Sellers’ Representative pursuant to this Clause 32.2 shall be promptly notified to the purpose Purchasers’ Representative by the Sellers. 1.3 The Sellers agree that the other Parties may rely on the provisions of settling this Clause 32 in dealing with the Sellers’ Representative acting on behalf of any of the Sellers. 1.4 Each Party shall be entitled to presume that any successor or stand-in Sellers’ Representative whose appointment is notified to it has agreed to and is authorised by the Sellers any claims made by Buyer under Section 12.1(a)(i), representing to act as Sellers’ Representative upon the Sellers terms and conditions and with the rights and powers set out in any indemnification proceedings under Section 12.3, approving any waivers this Clause 32. 1.5 Other than in the case of fraud (or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not takenfraudulent misrepresentation) by the Sellers’ Representative on his or its behalf pursuant Representative, each Seller hereby irrevocably and unconditionally undertakes at all times to this Agreement. If for any reason indemnify and keep indemnified the applicable Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representativeagainst any actions, proceedings, claims, costs, expenses and liabilities whatsoever arising from the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications exercise or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to purported exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever purported to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled conferred to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination provisions of this AgreementClause 32.

Sellers’ Representative. (a) Each of the Sellers Seller hereby irrevocably ----------------------- appoints ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as Seller’s Sellers' Representative hereunder for (or his designee, the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes "Sellers' Representative"), and the Sellers’ ' Representative hereby accepts such ------------------------ appointment and agrees to act as such Sellers' Representative, who shall, in such capacity, have full power and authority to make, on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as all decisions relating to the Sellers’ representative defense or settlement of any claims for the purpose of settling which any Buyer Indemnitee may claim to be entitled to indemnity or payment pursuant to this Agreement and otherwise to act on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance all respects with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant respect to this Agreement. If for any reason All decisions and actions by the Sellers’ ' Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest binding upon all of the Interests owned immediately prior Sellers, and no Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The Buyer shall not have the right to object to, protest or otherwise contest any matter related to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed procedures for action being taken by the Sellers’ Representative ' Representative. By the execution of this Agreement by or on behalf of such Seller, each Seller shall be deemed to have agreed that (i) the provisions of this Section 12.5 are independent and severable, are irrevocable and coupled with an interest and shall not be liable enforceable notwithstanding any rights or remedies any Seller may have in connection with the transactions contemplated by this Agreement, (ii) the remedy at law for any manner whatsoever breach of the provisions of this Section 12.5 would be inadequate, (iii) the provisions of this Section 12.5 shall be binding upon the successors and assigns of each Seller and (iv) any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the Seller's rights hereunder. In addition, by the execution of this Agreement by or on behalf of such Seller, each Seller shall be deemed to have waived any claims they may have or assert, including those that may arise in the future, against the Sellers' Representative for any action or inaction taken or not taken in reliance upon by the actions Sellers' Representative except to the extent that such action or inaction shall have been held by a court of competent jurisdiction to constitute willful misconduct. In consideration for serving as the Sellers' Representative, the Sellers' Representative shall be released by each Seller from any liability for any action or inaction taken or not taken by such Sellers' Representative except to the extent that such action or communications or writings given or executed inaction shall have been held by the Sellers’ Representative. Buyer shall be entitled a court of competent jurisdiction to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or constitute willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each Seller irrevocably appoints Highstar Capital Fund II, L.P. (the “Sellers Representative”) with power of designation and assignment as its true and lawful attorney-in-fact and agent with full power of substitution, to act solely and exclusively on behalf of, and in the name of, such Seller, with the full power, without the consent of such Seller, as applicable, to exercise as the Sellers Representative in its sole discretion deems appropriate, the powers which such Seller could exercise under the Letter of Credit, the provisions of this Article IX (including consenting to the settlement of any indemnification claim under this Article IX) or Section 2.1 and Section 2.5 and to take all actions necessary or appropriate in the judgment of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interestsin connection with this Agreement. Each of In any Third Party Defense in which more than one Seller is an Indemnitor, the Sellers hereby authorizes the Sellers’ Representative to shall act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers all such Sellers. The Buyer and any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Indemnitee shall be entitled to rely exclusively upon any communications or writings given or executed by notices and other acts of the Sellers Representative relating to the Sellers’ Representative rights and obligations under the Letter of Credit, this Article IX or Section 2.1 and Section 2.5 as being legally binding acts of each Seller individually and the Sellers collectively and the Buyer and any Buyer Indemnitee shall not deliver any notice required or permitted under the Letter of Credit, this Article IX or Section 2.1 or Section 2.5 to be liable in any manner whatsoever for any action taken or not taken in reliance upon delivered to the actions taken or not taken or communications or writings given or executed by Sellers to the Sellers’ Seller Representative. Buyer The appointment and power of attorney granted by each Seller to the Sellers Representative shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representativedeemed coupled with an interest and all authority conferred hereby shall be irrevocable. (b) In performing his Each Seller acknowledges and agrees that the Sellers Representative will not be liable to the Sellers for any act done or omitted hereunder as the Sellers Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. The Sellers will jointly and severally indemnify the Sellers Representative and hold it harmless against any Losses incurred without gross negligence or bad faith on the part of the Sellers Representative and arising out of or in connection with the acceptance or administration of its duties under this Agreement. (c) The Sellers will reimburse the Sellers Representative for their Pro Rata Share, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment out-of-pocket, independent, third-party fees and expenses (including fees and expenses of counsel, accountants and other advisors) incurred by the Sellers Representative that arise out of or other act or omission performed or omitted hereunder or are in connection with this Agreement, unless by the Sellers’ acceptance or administration of the Sellers Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative duties under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers hereby irrevocably makes, constitutes, and appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder E.ON AG its representative, agent and true and lawful attorney in fact of and for each of the purposes of representing his or its individual interestsSellers in connection with the Transaction Documents and the Transaction (the "Sellers' Representative"). Each of the Sellers hereby authorizes and empowers the Sellers’ ' Representative to act make or give any approval, waiver, request, consent, instruction or other communication on his behalf of each of the Sellers as each such Seller could do for himself, herself or its behalf itself, including with respect to all matters arising under this Agreement requiring the amendment of any provision of any Transaction Document (or contemplating any schedule thereto). Each of the possibility of some notice to be sent to or from, or some action to be taken by, Sellers authorizes and empowers the Sellers' Representative to receive all demands, including acting notices or other communications directed to such Seller under any Transaction Document. Each of the Sellers authorizes and empowers the Sellers' Representative to (A) take any action (or to determine to refrain from taking any action) with respect thereto as the Sellers’ representative ' Representative may deem appropriate as effectively as if such Seller could act for itself (including, without limitation, the purpose settlement or compromise of settling any dispute or controversy), which action will be binding on behalf of all the Sellers and (B) execute and deliver all instruments and documents of every kind incident to the foregoing with the same effect as if such Seller had executed and delivered such instruments and documents personally. Accordingly, any claims made by Buyer under Section 12.1(a)(i)demands, representing the Sellers in notices or other communications directed to any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative hereunder shall be unable deemed effective if given to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ ' Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any Upon the resignation of the powers conferred upon Sellers' Representative, or at any other time or from time to time, a successor may be appointed by the Sellers’ ' Representative hereunder or thereunder, the Sellers but such appointment will not be effective until such successor shall agree in writing to accept such appointment and notice of the selection of such successor Sellers' Representative is provided to Buyer. (ic) To the extent requested by the Sellers’ ' Representative, the Sellers shall indemnify the Sellers' Representative shall not assume anyagainst any and all losses, and shall incur no, responsibility whatsoever to any Seller liabilities or expenses incurred by reason it arising out of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by acting as the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ ' Representative under this Agreement shall survive and the Initial Closingother Transaction Documents, including the costs and expenses of enforcing this Agreement and defending the Sellers against any Subsequent Closing claim whether asserted by TPG and/or Buyer or any termination other person or liability in connection with the exercise or performance of this Agreementany of its powers hereunder, except to the extent any such loss, liability or expense may be attributable to its gross negligence, bad faith or willful misconduct.

Sellers’ Representative. 11.1 The Seller hereby appoints the Seller’s Guarantor as the Seller’s Representative, to act solely and exclusively on behalf of, and in the name of, the Seller and to act (without further consent of the Seller) in such capacity in relation to the transactions contemplated by this Agreement and the other Transaction Documents, including the power to: (a) Each negotiate, execute and deliver any agreement, approval, waiver, undertaking, amendment, notice or other document in the performance of its obligations, rights and powers under or as contemplated by this Agreement or the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as other Transaction Documents; (b) receive, and give good discharge in relation to, any payments due to the Seller’s Representative hereunder for ; (c) terminate this Agreement if the purposes of representing his Seller is entitled to do so; (d) give and receive all notices and communications to be given or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising received under this Agreement requiring Agreement; (e) bring or contemplating the possibility of some notice to be sent to defend any claim or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made Seller to enforce their rights under this Agreement or the other Transaction Documents and in connection with the transactions contemplated by Buyer this Agreement and the other Transaction Documents; and (f) take all actions which under Section 12.1(a)(i), representing this Agreement or the Sellers in any indemnification proceedings under Section 12.3, approving any waivers other Transaction Documents may be taken by or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior Seller and do or refrain from doing any further act or deed on behalf of the Seller which the Seller’s Representative deems necessary or appropriate relating to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall subject matter of this Agreement as fully and completely as the Seller could do if personally present. 11.2 The Purchaser will be entitled to rely exclusively upon any communications or writings given or executed acts by the Sellers’ Seller’s Representative and shall not be liable in any manner whatsoever for any action taken accordance with or not taken in reliance upon the actions taken or not taken or communications or writings given or executed as contemplated expressly by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any Agreement as being legally binding acts of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSeller.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests12.1. Each of the Sellers Seller hereby authorizes irrevocably and unconditionally appoints the Sellers’ Representative as sole representative agent and attorney-in-fact to act on his such Seller’s behalf for all purposes relating to this Agreement after Completion and each agreement and document ancillary thereto, including for the purposes of: (a) accepting and giving notices on behalf of such Seller; (b) making elections and granting any consent or its approval on behalf of such Seller under this Agreement; (c) approving and executing any document on behalf of such Seller to give effect to the release of any money then standing to the credit of the Escrow Account; (d) defending, negotiating, compromising, settling and releasing on behalf of such Seller any rights and claims (including legal proceedings) which the Buyer may threaten or pursue in respect of any breach of, or right under, this Agreement or any other Transactional Document; (e) confirming the allocation between the Sellers of the Contingent Consideration to be made under this Agreement; (f) enforcing, negotiating, compromising, settling and releasing on behalf of such Seller any rights and claims (including legal proceedings and ADR) which he may have, threaten or pursue against the Buyer (or any other person) in respect of any breach of, or right under, this Agreement or any other Transactional Document or any Dispute; (g) consent or agree to any amendment to this Agreement or to waive any terms and conditions of this Agreement providing rights or benefits to the Sellers (other than with respect to the payment of the Total Consideration) in accordance with the terms hereof and in the manner provided herein; (h) taking any and all matters arising actions that may be necessary or desirable in connection with the payment by the Sellers of the costs and expenses incurred under this Agreement; and (i) generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement requiring or contemplating the possibility of some notice and each agreement and document ancillary thereto to be sent to performed by such Seller or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative Representative. 12.2. Each Seller hereby irrevocably (by way of security for the purpose performance of settling his obligations under this Agreement) appoints the Sellers’ Representative as its agent with full authority on his behalf and in the Seller’s name, as applicable, or otherwise, to do all acts and to execute and deliver such documents or deeds as are required by law or as may, in the reasonable opinion of the Sellers’ Representative, be required or convenient to give effect to the matters described in clause 12.1. 12.3. The Sellers’ Representative shall act in good faith in accordance with what the Sellers’ Representative believes to be the best interests of the Sellers when exercising any claims made by Buyer power or authority conferred on under Section 12.1(a)(i)this clause 12. 12.4. Save in the event of fraud, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers action undertaken or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) omitted by the Sellers’ Representative with the written approval of a Sellers’ Majority shall be conclusively deemed to be in accordance with the requirements of clause 12.3 provided that, for the avoidance of doubt, such approval shall not be necessary. 12.5. The Sellers’ Representative may resign at any time. The Sellers’ Representative may consult with any Seller to the extent a claim is threatened or pursued by the Buyer in respect of any breach of, or right under, this Agreement or any other Transactional Document and which specifically concerns any actual or alleged act or default of that Seller. 12.6. The Sellers may, by written notice signed by a Sellers Majority (a “Change Of Sellers’ Representative Notice”), replace a resigning Sellers’ Representative or remove an incumbent Sellers’ Representative from such position and appoint another person to act as Sellers’ Representative in substitution thereof (a “New Sellers’ Representative”). A Change Of Sellers’ Representative Notice shall be effective only once a copy thereof has been served on his or both the incumbent Sellers’ Representative and the Buyer. 12.7. A New Sellers’ Representative so appointed shall, with effect from the time of its behalf appointment, execute a deed of adherence in favour of the Sellers and the Buyer pursuant to which it shall agree to adhere to, and be bound by, this Agreement as though named herein as the Sellers’ Representative and the parties agree that such substitute New Sellers’ Representative shall be conferred the rights, power and authorities (including as set out in this clause 12) of the Sellers’ Representative as set out in this Agreement and entitled to directly enforce the same (notwithstanding that it may not have initially been a signatory hereto). A copy of such deed of adherence shall be delivered to the Buyer at the same time as the Change Of Sellers’ Representative Notice is served thereon under clause 12.6. 12.8. If at any time a New Sellers’ Representative is appointed in accordance with clause 12.6, if required by the Buyer, the Sellers’ Representative hereby undertakes to do all such things as may be necessary to novate the Escrow Agreement from the previous Sellers’ Representative to the New Sellers’ Representative. 12.9. Any action taken or any exercise of powers under this Agreement by the Sellers’ Representative or any New Sellers’ Representative shall be binding on each Seller for the purposes of this Agreement, shall be deemed to be done by each Seller, and the Buyer shall be entitled to assume that any action taken by the Sellers’ Representative or any New Sellers’ Representative whose appointment has been notified in accordance with this clause 14 is binding on all of the Sellers and the parties shall be entitled to rely on the same. If The Buyer shall not be required to make further enquiries in respect thereof. The Buyer shall have no obligation to monitor or supervise the Sellers’ Representative or any New Sellers’ Representative. The Buyer shall not be liable to any of the Sellers for any reason action taken or omitted to be taken by the Sellers’ Representative or any New Sellers’ Representative. 12.10. All costs (including legal costs) and expenses (including Tax), in each case, of any nature whatsoever, of the Sellers’ Representative shall be unable to perform its duties hereunder as borne by the Sellers in the proportions set out in column C of the table in Schedule 1 (The Sellers). 12.11. The Sellers’ Representative, Representative shall have no liability or obligation to take any action on behalf of any Seller under the holders of a majority in interest of powers and authorities conferred on the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ RepresentativeRepresentative by this Agreement where such action may result in the Sellers’ Representative incurring any cost, expense or liability unless the Sellers’ Representative is satisfied with any arrangements made by (or on behalf of) the Sellers for the satisfaction or re-imbursement of such costs, expenses and liabilities. 12.12. Buyer shall be entitled Upon Completion, and subject to rely exclusively upon any communications or writings given or executed receipt by the Sellers’ Representative of the cash sum provided for in clause 3.3(a), the Sellers’ Representative will retain an amount of [***] from such sum (the “Expense Fund”), which will be used for the purposes of paying directly, or reimbursing the Sellers’ Representative for, any third party expenses pursuant to this Agreement and shall the transactions contemplated hereby. The Sellers will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or wilful misconduct. The Sellers’ Representative will hold these funds separate from its corporate funds in a segregated client account, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. As soon as practicable following the completion of the Sellers’ Representative’s responsibilities, the Sellers’ Representative will distribute the balance of the Expense Fund to the Payments Administrator for further distribution to the Sellers. For tax purposes, the Expense Fund shall be treated as having been received and voluntarily set aside by the Sellers at the time of Completion. The parties agree that the Sellers’ Representative is not responsible for any tax withholding or reporting or acting as a withholding agent or in any manner whatsoever for similar capacity in connection with the Expense Fund. 12.13. The Sellers’ Representative will incur no liability of any kind with respect to any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed omission by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, Representative in his or its individual capacity, which is contrary to a notice or communication given or made by the connection with Sellers’ Representative. (b) In performing his duties under ’s services pursuant to this AgreementAgreement and any agreements ancillary hereto, and except in exercising or failing to exercise all or any the event of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by liability directly resulting from the Sellers’ Representative’s gross negligence or willful *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. wilful misconduct. The Sellers’ Representative shall not be liable to any Seller as a result of any action or omission that is taken (or not taken) in good faith pursuant to the advice of external legal counsel in the proper performance of its obligations under this Agreement. The Sellers will, severally and not jointly, on a pro rata basis equal to the portion of Total Consideration each such Seller is entitled to receive pursuant to this Agreement compared to the aggregate Total Consideration entitled to be received by all Sellers, indemnify, defend and hold harmless the Sellers’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Sellers’ Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or wilful misconduct of the Sellers’ Representative, the Sellers’ Representative will reimburse the Sellers the amount of such Representative Loss to the extent attributable to such gross negligence or wilful misconduct. If not paid directly to the Sellers’ Representative by the Sellers, any such indemnified Representative Losses may be recovered by the Sellers’ Representative from (i) the funds in the Expense Fund, (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced amounts in the matter Escrow Amount at issuesuch time as remaining amounts would otherwise be distributable to the Sellers, and (iii) from any error in judgment or other act or omission of Milestone Payments at such time as any such amounts would otherwise be distributable to the Sellers’ Representative pursuant to such advice shall in no event subject ; provided, that while this section allows the Sellers’ Representative to liability be paid from the Expense Fund, the Escrow Amount and the Milestone Payments, this does not relieve the Sellers from their obligation to any Seller unless by promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative’s gross negligence Representative from seeking any remedies available to it at law or willful misconductotherwise. All In no event will the Sellers’ Representative be required to advance its own funds on behalf of the immunities Sellers or otherwise. For the avoidance of doubt and powers granted notwithstanding anything in this Agreement to the contrary, the limitations on liability of the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provide to the Sellers’ Representative under this Agreement shall clause 12.13. The Sellers acknowledge and agree that the foregoing indemnities will survive the Initial Closing, any Subsequent Closing and/or any resignation or removal of the Sellers’ Representative or the termination of this Agreement.

Sellers’ Representative. 23.1 Seller constitutes and appoints the Seller’s Representative as its true and lawful attorney-in-fact to act for and on behalf of Seller in all matters relating to or arising out of this Agreement, including specifically, but without limitation: (a) Each to act for Seller with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Seller and to transact matters of arbitration; (b) to negotiate, execute and deliver all waivers under and amendments to this Agreement and any other ancillary documents that the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for deems necessary or appropriate in connection with the purposes of representing his or its individual interests. Each consummation of the Sellers hereby authorizes the Sellers’ Representative transactions contemplated by this Agreement; and (c) to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility issue and receive notices, receive funds, make payments of some notice funds and give receipt for funds. 23.2 Seller agrees to be sent fully bound by the acts, decisions and agreements of the Seller’s Representative taken and done pursuant to the authority granted herein, and Seller hereby confirms all that the Seller’s Representative shall do or from, or some action cause to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose done by virtue of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Sellerits appointment hereunder. Except as aforesaid, each Seller hereby agrees to be bound by indemnify and to save and hold harmless the Seller’s Representative from any and all notices sent and actions taken (and notices not sent and actions not taken) Losses incurred by the Sellers’ Seller’s Representative based on his or its behalf arising out of any act of the Seller’s Representative pursuant to this Agreementthe authority granted herein, other than acts of the Seller’s Representative that constitute gross negligence or wilful misconduct in the exercise by the Seller’s Representative of the authority herein granted. If for any reason The appointment of the Sellers’ Seller’s Representative shall be unable irrevocable, and Buyers and any other Person may conclusively and absolutely rely: (a) on the Seller’s Representative being the authorized representative of Seller for all matters related to perform its duties hereunder as Sellers’ Representativeor arising in connection with this Agreement and the transactions contemplated thereby, including, for the holders avoidance of a majority in interest of the Interests owned immediately prior doubt, that notices delivered to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Seller’s Representative shall be entitled deemed to rely exclusively upon any communications or writings given or executed be received by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative.; and (b) In performing his duties under this Agreementwithout inquiry, and in exercising upon any action or failing to exercise all or any decision of the powers conferred upon the Sellers’ Seller’s Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever in all matters referred to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementherein.

Sellers’ Representative. Each Selling Shareholder hereby appoints Mr. Yising Chan (athe “Sellers’ Representative”) Each as such Selling Shareholder’s attorney-in-fact and representative, (i) to do any and all things and to execute any and all documents or other papers, in each such Selling Shareholder’s name, place and stead, in any way in which each such Selling Shareholder could do if personally present, in connection with this Agreement and the applicable Ancillary Documents and the transactions contemplated hereby and thereby, (ii) to amend, cancel or extend, or waive the terms of, this Agreement and any of the Sellers Ancillary Documents in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders, (iii) to act on behalf of such Selling Shareholder with respect to any claims (including the settlement thereof) made by Buyer or such Selling Shareholder for indemnification pursuant to Article X or any dispute arising under Section 2.8 in a manner that would not disproportionately affect such Selling Shareholder as compared to the other Selling Shareholders or which does not relate to a breach by such Selling Shareholder specifically, of its representations, warranties or obligations in connection with this Agreement and the applicable Ancillary Documents. The power of attorney granted hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for is coupled with an interest. In the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes event that the Sellers’ Representative becomes unable or unwilling to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, continue in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to her capacity as the Sellers’ Representative under this Agreement, the Selling Shareholders shall promptly appoint a successor Sellers’ Representative by written notice to Buyer, and the appointment of such successor Sellers’ Representative shall become effective only upon Buyer’s receipt of such written notice. Each Selling Shareholder hereby agrees that any successor Sellers’ Representative so selected by such Selling Shareholder shall be entitled to act as such under this Agreement on behalf of such Selling Shareholder. All references herein to the Sellers’ Representative shall survive include any such successor Sellers’ Representative. Except as otherwise expressly set forth herein, the Initial Closing, Selling Shareholders hereby consent to the taking by the Sellers’ Representative of any Subsequent Closing and/or and all actions and the making of any termination of decisions required or permitted to be taken by such Selling Shareholders under this Agreement. The Selling Shareholders shall be bound by all actions taken by the Sellers’ Representative in his or her capacity as the Sellers’ Representative.

Sellers’ Representative. (a) Each For purposes of this Agreement, the Sellers hereby appoints designate ▇▇▇▇ ▇▇▇▇▇ Hospitality Group, Inc. to serve as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each sole and exclusive representative of the Sellers hereby authorizes (the “Sellers’ Representative to act on his or its behalf Representative”) from and after the Closing with respect to all matters arising under those provisions of this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some that contemplate action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his after the Closing; provided, however, that if ▇▇▇▇ Hospitality Group, Inc. at any time is unable or its behalf pursuant unwilling to this Agreement. If for any reason the serve as Sellers’ Representative shall be unable to perform its duties hereunder or resigns as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing then ▇▇▇▇ Hospitality Group, Inc. shall appoint a replacement successor Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Each successor Sellers’ Representative Representative, if required to serve, shall sign an acknowledgment in writing agreeing to perform and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon bound by all of the actions taken or not taken or communications or writings given or executed by provisions of this Agreement applicable to the Sellers’ Representative. Buyer Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be entitled deemed to disregard include any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the successor Sellers’ Representative. (b) In performing his duties The Sellers’ Representative is hereby constituted and appointed as agent and attorney-in-fact for and on behalf of each of the Sellers. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any Seller, by operation of Law or any other event. The Sellers’ Representative shall promptly deliver to each Seller any notice received by the Sellers’ Representative concerning this Agreement and the Transactions. Without limiting the generality of the foregoing, the Sellers’ Representative has full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Sellers in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, (iii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in exercising or failing to exercise all or any the judgment of the powers conferred upon the Sellers’ Representative hereunder or thereunderfor the accomplishment of the foregoing, (iv) give and receive notices and communications, and (vi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative on behalf of the Sellers in connection with this Agreement and the Transactions. (c) Service by the Sellers’ Representative shall be without compensation except for the reimbursement by the Sellers of out-of-pocket expenses and indemnification specifically provided herein. Notwithstanding anything to the contrary contained in this Agreement, the Sellers’ Representative shall have no duties or responsibilities except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of the Company or any Seller shall otherwise exist against the Sellers’ Representative. (d) Neither the Sellers’ Representative nor any agent employed by the Sellers’ Representative shall be liable to any Seller relating to the performance of such Sellers’ Representative’s duties under this Agreement for any errors in judgment, negligence, oversight, breach of duty or otherwise except to the extent it is finally determined in a court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Sellers’ Representative constituted fraud or were taken or not taken in bad faith. The Sellers’ Representative shall be indemnified and held harmless by the Sellers against all losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which the Sellers’ Representative is made a party by reason of the fact that the Sellers’ Representative was acting as the Sellers’ Representative pursuant to this Agreement; provided, however, that the Sellers’ Representative shall not assume any, be entitled to indemnification hereunder to the extent it is finally determined in a court of competent jurisdiction by clear and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment convincing evidence that the actions taken or other act or omission performed or omitted hereunder or in connection with this Agreement, unless not taken by the Sellers’ Representative’s gross negligence Representative constituted fraud or willful misconduct, and (ii) the were taken or not taken in bad faith. The Sellers’ Representative shall be protected in acting upon any notice, statement or certificate believed by the Sellers’ Representative to be genuine and to have been furnished by the appropriate Person and in acting or refusing to act in good faith on any matter. (e) Following the Closing, the Purchaser shall be entitled to rely on conclusively (without further evidence of any kind whatsoever) upon any actions taken by the advice of counsel, public accountants or other independent experts experienced in Sellers’ Representative as the matter at issue, and any error in judgment or other act or omission duly authorized action of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability on behalf of each Seller with respect to any Seller unless matters set forth in this Agreement or related hereto and no party shall have any cause of action against the Purchaser for any action taken by the Purchaser in reliance upon the instructions or decisions of, or execution of documents by, the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. Each Seller, on behalf of itself and any of its successors and assigns, hereby irrevocably appoints Holding KG No. 2, as its representative and exclusive agent (a) the “Sellers’ Representative”), to act on behalf of such Seller in connection with, and to facilitate, any and all transactions arising from, in connection with and incident to this Agreement. In such capacity, the Sellers’ Representative shall have the sole and exclusive power and authority to perform all actions required or permitted to be performed by the Sellers’ Representative on behalf of Sellers under this Agreement. A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision, act, consent or instruction from all of Sellers and shall be final, binding and conclusive upon each Seller. Each of Groupon and Purchaser may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. Each of Groupon and Purchaser is hereby relieved from any liability to any persons for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ Representative; and each Seller agrees to release and hold harmless, and indemnify, each person who acts as Sellers’ Representative with respect to all actions, decisions, elections or other determinations made by such Sellers’ Representative in the performance of his or its duties, except to the extent arising from the gross negligence or willful misconduct of any such person (and any action taken or omitted to be taken upon the advice of counsel shall be conclusive evidence of the absence of gross negligence or willful misconduct). In furtherance of the foregoing, any reference to a power of Sellers hereby appoints under this Agreement, to be exercised or otherwise taken, shall be a power vested in the Sellers’ Representative. Until the earlier of (i) the third (3rd) anniversary of the date of this Agreement and (ii) the date of the closing of an Acquisition or Asset Transfer, the Sellers’ Representative shall at all times be managed exclusively by ▇▇. ▇▇▇▇▇▇ Samwer, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interestsand/or ▇▇. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement▇▇▇▇▇▇▇▇▇ Samwer, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller cause or permit (by reason of any error in judgment action taken by it or its beneficial owners) any other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) Person to manage the Sellers’ Representative shall without the prior written consent of Groupon, which consent may be entitled to rely on given or withheld in Groupon’s sole discretion. In 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 event that the Sellers’ Representative pursuant to such advice shall in no event subject violates or breaches the provisions of this Section 14, or the Sellers’ Representative to liability is not managed exclusively by ▇▇. ▇▇▇▇▇▇ Samwer, ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ and/or ▇▇. ▇▇▇▇▇▇▇▇▇ Samwer for any reason (other than by reason of such individual’s death or disability), Groupon shall be entitled, in addition to any Seller unless by other remedies that it may have, to specific, injunctive or other equitable relief in order to enforce such provision or otherwise effect the Sellers’ Representative’s gross negligence or willful misconduct. All intention of the immunities and powers granted to the Sellers’ Representative parties under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSection 14.

Sellers’ Representative. (a) Each of the 15.1. The Sellers hereby appoints irrevocably make, constitute and appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ acting jointly as the Sellers’ representative for to act as their agent and attorney-in-fact (the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as “Sellers’ Representative, ”) and authorize and empower them to fulfill the holders role of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement. The Sellers shall only be entitled to replace the Sellers’ Representative by giving written notice to the Purchaser, executed by all the Sellers. The Sellers shall at all times ensure the appointment of a Sellers’ Representative in accordance with this Section 15. 15.2. Each Seller hereby irrevocably makes, constitutes and appoints the Sellers’ Representative as such Seller’s true and lawful attorney and agent, for such Seller and in such Seller’s name, to (a) sign and execute on behalf of such Seller the Trust Agreement and the paying agency agreement to be entered into with the Paying Agent on the Closing Date; (b) receive all notices and communications directed to such Seller under this Agreement and to take such action (or to determine to take no action) with respect thereto as the Sellers’ Representative may deem appropriate as effectively as such Seller could act for himself or itself; (c) to receive and distribute to the Sellers all amounts payable under this Agreement; (d) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Seller could do personally; and (e) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. Each Seller hereby ratifies and confirms as his or its own act, all that the Sellers’ Representative will do or cause to be done pursuant to the provisions of this Section 15. All notices and communications directed to the Sellers under this Agreement will be given to the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of the Sellers’ Representative and of all of the Sellers, and shall be final, binding and conclusive upon each of the Sellers. 15.3. The Purchaser has been advised that the Sellers’ Representative cannot, otherwise than as provided in Section 15.2, without the consent of the Seller so affected, enter into any contract, agreement, arrangement or understanding or execute any document or instrument, that would: (i) affect the calculation of any of the Sellers’ part of the Purchase Price, (ii) adversely impact the financial interests of any of the Sellers as set forth in this Agreement, (iii) impose obligations on any of the Sellers not set forth in this Agreement; or (iv) materially alter the economic terms of the Agreement. 15.4. The Sellers’ Representative shall for all purposes be deemed the sole authorized agent and attorney of each Seller until such time as the agency is terminated. The grant of authority provided for in this Section 15 shall be irrevocable and survives the death, incompetence, bankruptcy or liquidation of each Seller and shall survive the Initial Closing, delivery of an assignment by each Seller of the whole or any Subsequent Closing and/or any termination fraction of its interests in this Agreement. 15.5. The Parties agree that the Sellers’ Representative shall only be appointed as an agent, within the meaning of this Section 15, of the Sellers.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the 7.1.1 The Sellers’ Representative is hereby appointed and authorized to act have full power and authority to represent and take actions for and on his or its behalf of each Seller with respect to the Authorized Actions, and (x) all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and such actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable binding upon each Seller and such Seller’s successors, assigns and, if applicable, heirs, as if expressly confirmed and ratified in writing by each of them and (y) no Seller shall have a right to perform object, dissent, protest or otherwise contest the same. Any action to be taken by any Seller or the Sellers collectively pursuant to Section 2.3 shall be authorized to be taken solely by the Sellers’ Representative, except that if Fidelity shall elect in writing not to pursue a claim or objection pursuant to Section 2.3 of this Agreement that Brandeis wishes to pursue, then Brandeis shall be permitted upon written notice to Parent to assume the role of Sellers’ Representative pursuant to this Section 7.1, with all of the duties, obligations, liability, rights, power and authority of the Sellers’ Representative, solely to pursue and resolve such claim or objection in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, to the extent Brandeis assumes the role of Sellers’ Representative with respect to a claim or objection pursuant to this Section 7.1, Fidelity shall not serve as Sellers’ Representative with respect to such claim or objection and Fidelity shall not have any obligation under Section 2.3.3 of this Agreement to pay any fees, costs or expenses of the Accounting Firm with respect to such claim or objection (in which case, such obligations, if any, shall become the obligations of Brandeis, Petsko and Ringe, subject to and in accordance with the provisions of Section 2.3.3). 7.1.2 The Sellers’ Representative is hereby authorized to (the “Authorized Actions”): (a) receive all notices or documents given or to be given to any of the Sellers or the Sellers’ Representative pursuant hereto or any other Transaction Document or in connection herewith or therewith and to receive and accept service of legal process in connection with any suit or proceeding arising under this Agreement or any other Transaction Document; (b) after the date of this Agreement, take such action as the Sellers’ Representative may, in its sole discretion, deem appropriate in respect of: (A) receiving all documents or certificates or notices required under this Agreement or any Ancillary Agreement; and (B) all such actions as may be necessary to carry out any of the transactions contemplated by Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. this Agreement or any other Transaction Document, excluding any waiver of any obligation of Merger Sub or the Parent (except that the Sellers’ Representative shall be authorized to waive any obligation of Parent or its Affiliates under Section 2.3 or Section 5.4, provided, however, that Seller’s Representative shall not be entitled to waive the obligations of Parent or Affiliates under Section 2.3 with respect to Brandeis, Petsko or Ringe without obtaining Brandeis’ prior written consent); and (c) engage counsel and such accountants (including the Accounting Firm) and other advisors for the purpose of carrying out the obligations of the Sellers and/or the Sellers’ Representative under Section 2.3 or Section 5.4 and incur such expenses in connection with the foregoing. 7.1.3 The Sellers’ Representative shall have no duties hereunder or liability to the Sellers with respect to any action taken, decision made or instruction given by the Sellers’ Representative in connection with this Agreement or any instruments, documents and agreements executed and delivered in connection with this Agreement. 7.1.4 The Sellers, in proportion to their respective holdings of Company Shares as set forth on Schedule 2.1.5, agree to indemnify, defend and hold the Sellers’ Representative and any of its Affiliates and any of their respective heirs, successors, assigns, partners, directors, officers, employees, agents, stockholders, consultants, attorneys, accountants, advisors, brokers, representatives or controlling persons, in each case relating to the Sellers’ Representative’s conduct as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed harmless against all Losses incurred by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Sellerthem, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by than Liabilities resulting from the Sellers’ Representative’s gross negligence negligence, fraud or willful misconductmisconduct in connection with its performance under this Agreement or any instruments, documents and agreements executed and delivered in connection with this Agreement. This indemnification shall survive the termination of this Agreement. The costs of such indemnification (iiincluding the costs and expenses of enforcing this right of indemnification) shall be paid by the Sellers and no Parent Indemnified Party shall have any liability therefor. In no event shall the Sellers’ Representative solely with respect to its actions or omissions in its capacity as Sellers’ Representative be liable hereunder or in connection herewith for any indirect, punitive, special or consequential damages. 7.1.5 In the performance of its duties hereunder, the Sellers’ Representative shall be entitled to (i) rely on upon any document or instrument reasonably believed by its to be genuine, accurate as to content and signed by any Seller or any other Party hereunder and (ii) assume that any Person purporting to give any notice in accordance with the advice provisions hereof has been duly authorized to do so. 7.1.6 The Seller or Sellers collectively holding over a majority of counselthe outstanding Company Shares immediately prior to the Closing shall have the right at any time following the Closing to remove the then-acting Sellers’ Representative provided such Sellers appoint a successor Sellers’ Representative upon the resignation or removal of the Sellers’ Representative; provided, public accountants however, that neither the removal/resignation of the then acting Sellers’ Representative nor the appointment of a successor Sellers’ Representative shall be effective until the delivery to the Company of executed counterparts of a writing signed by the Sellers collectively holding over a majority of the Company Shares outstanding immediately prior to the Closing with respect to Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. such removal, resignation and appointment, together with an acknowledgement signed by the successor Sellers’ Representative appointed in such writing that he or other independent experts experienced in it accepts the matter at issueresponsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Sellers’ Representative. Each successor Sellers’ Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and in this Agreement or any error instruments, documents and agreements executed and delivered in judgment connection with this Agreement and shall be deemed to include any interim or other act or omission successor Sellers’ Representative. 7.1.7 Subject to the right of removal under Section 7.16, the appointment of the Sellers’ Representative hereunder is irrevocable and any action taken by the Sellers’ Representative pursuant to such advice the authority granted in this Section 7.1.9 shall in no event subject be effective and absolutely binding as the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All action of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closingor any instruments, any Subsequent Closing and/or any termination of documents and agreements executed and delivered in connection with this Agreement.

Sellers’ Representative. (a) Each of The Participating Sellers and Participating Optionholders irrevocably and unconditionally jointly appoint and authorise the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Sellers' Representative hereunder for the purposes of representing his to be their attorney, agent and representative and to act on their behalf and do any or its individual interests. Each of the Sellers hereby authorizes all acts, matters or things which the Sellers’ Representative in its sole discretion considers necessary, convenient or appropriate to give effect to this deed or any act on his or its behalf with respect document contemplated by this deed, including: (i) to all matters arising give or receive any notice, including direction or waiver required to be given in writing, under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling deed on behalf of the Participating Sellers and Participating Optionholders or any claims one of them (including any waiver pursuant to clause 4.2); (ii) to receive on behalf of the Participating Sellers and Participating Optionholders or any of them any document which the Buyer gives or delivers in respect of the transactions contemplated by this deed; (iii) to agree any amendment or variation to this deed or any document contemplated by this deed; (iv) to agree or negotiate any Claim in respect of this deed or any document contemplated by this deed, including any claim in respect of the Sellers Warranties and / or Optionholders Warranties (as applicable) or in respect of any indemnity set out in this deed or any document contemplated by this deed; and (v) to receive any payments due to the Participating Sellers and / or Participating Optionholders or any of them made by the Buyer or any other person under Section 12.1(a)(ithis deed or any document contemplated by this deed (other than the issue of the Consideration Shares and Replacement Warrants), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, and each Participating Seller hereby and each Participating Optionholder agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by of the Sellers’ Representative. (b) In performing his duties The Sellers’ Representative has such powers and authority as are necessary to exercise the rights of, or give or receive any notices on behalf of any Participating Seller or Participating Optionholder under this Agreement, and in exercising deed. (c) Any notice or failing document that is required to exercise all or any of the powers conferred upon be served on the Sellers’ Representative hereunder or thereunder, (i) is taken to be properly served on the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment if the notice or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) document is served on the Sellers’ Representative shall be entitled to rely in accordance with clause 12. (d) Service 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’ Representative pursuant in accordance with clause 1.7(c) constitutes proper service of process on any or all of the Participating Sellers and Participating Optionholders for the purposes of this deed. (e) The Buyer is entitled to such advice shall in no event subject deal solely with, and rely on any decision, action, consent or instruction of the Sellers’ ' Representative to liability to any Seller unless by acting in such capacity and done in accordance with the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination provisions of this Agreementclause 1.7 as being a decision, action, consent or instruction of each and every Participating Seller and Participating Optionholder.

Sellers’ Representative. Each Selling Person hereby irrevocably appoints Harbinger Private Equity Fund I, L.L.C. (athe “Sellers’ Representative”) Each as the agent of such Selling Person for all purposes relating to or in connection with any transaction contemplated by or relating to this Agreement and to be carried out prior to, at or after the Closing including, but not limited to: (i) approving any immaterial modifications or amendments to this Agreement; (ii) making decisions with respect to the determination of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each Aggregate Net Working Capital of the Sellers hereby authorizes Keys Group; (iii) the appointment of the Escrow Agent and execution and delivery of the Escrow Agreement; (iv) entering into any settlement or submitting the dispute to the Independent Auditor; (v) taking any action that may be necessary or desirable, as determined by the Sellers’ Representative, in its reasonable discretion, in connection with the termination of this Agreement; (vi) executing and delivering, on behalf of the Selling Persons’ any and all notices, documents or certificates to be executed by the Selling Persons in connection with this Agreement and the transactions contemplated hereby; (vii) granting any consent or approval on behalf of the Selling Persons under this Agreement; (viii) negotiating, compromising and resolving disputes with the Buyer that arise under this Agreement including disputes regarding indemnification claims by any party; (ix) exercising or refraining from exercising any remedy available to Selling Persons; (x) waiving any and all conditions in Section 6.2; (xi) retaining such counsel, accountants and other professional advisors as the Sellers’ Representative reasonably deems necessary or appropriate to act on his or perform its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting duties hereunder; (xii) giving such instructions and doing such other things and refraining from doing such other things as the Sellers’ representative for Representative in its sole discretion deems necessary or appropriate to carry out the purpose of settling on behalf provisions of the Sellers any claims made by Buyer under Section 12.1(a)(i)Transaction Documents to which it is a party; and (xiii) to pay the fees, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any costs and all notices sent and actions taken (and notices not sent and actions not taken) expenses reasonably incurred by the Sellers’ Representative on his or in the performance of its behalf pursuant to this Agreement. If for any reason duties hereunder from the Sellers’ Representative shall be unable to perform its duties hereunder as Reserve. In the event that the Sellers’ RepresentativeRepresentative Reserve is insufficient to pay such fees, costs and expenses, each Selling Person agrees to promptly pay its Pro Rata Share of such amounts in the holders of manner specified in a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement written notice from Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by Each Selling Person hereby irrevocably appoints the Sellers’ Representative as such Selling Person’s true and shall not be liable lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, in such Selling Person’s name, place and stead, in any manner whatsoever and all capacities (other than as agent for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Sellerservice of process), in his or its individual capacity, which is contrary to a notice or communication given or made connection with the transactions contemplated by the Sellers’ Representative. (b) In performing his duties under this Agreement, granting unto said attorney-in-fact and in exercising or failing agent, full power and authority to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, do and shall incur no, responsibility whatsoever perform each and every act and thing requisite and necessary to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or be done in connection with this Agreement, unless by the Sellers’ Representativesale of such Selling Person’s gross negligence Ownership Interest as fully to all intents and purposes as such Selling Person might or willful misconduct, could do in person; such appointment as attorney-in-fact is coupled with an interest. Each Selling Person hereby authorizes the Buyer and (ii) the Sellers’ Representative shall be entitled its affiliates to rely on upon the advice agency created hereby and releases Buyer and its affiliates from any and all liability to such Selling Person of counselwhatever nature arising out of or relating to such agency, public accountants to the same extent as though any act committed or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of omitted by the Sellers’ Representative pursuant to such advice shall in no event subject agency had been committed or omitted by such Selling Person. On thirty (30) days prior written notice to the Selling Persons and to Buyer, the Sellers’ Representative may resign its appointment. Prior to liability to any Seller unless by the effective date of such resignation, those Selling Persons holding more than 50% of the Pro Rata Share shall designate in writing a replacement Sellers’ Representative who shall possess the same rights and obligations as the then existing Sellers’ Representative’s gross negligence or willful misconduct. All Immediately upon designation of a replacement Sellers’ Representative, Selling Persons shall cause written notice of such designation of the immunities and powers granted to the replacement Sellers’ Representative under this Agreement shall survive the Initial Closingto be delivered to Buyer, any Subsequent Closing and/or any termination of this Agreementalong with all contact and notice information for such replacement Sellers’ Representative.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s 's Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative may be changed by Seller from time to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some time upon not less than 10 days' prior written notice to Buyer and Escrow Agent and subject to the consent of Buyer, whose consent shall not be sent to or from, or some action to unreasonably withheld; provided that Seller's Representative may not be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the removed unless holders of a majority in interest of the Interests owned immediately prior Escrow Fund agree to such removal and to the Initial Closing identity of the substituted agent. No bond shall appoint a replacement Sellers’ be required of Seller's Representative, and Seller's Representative shall not receive compensation for his or her services. Buyer Notices or communications to or from Seller's Representative shall constitute notice to or from Seller. Seller's Representative shall be entitled to rely exclusively upon any communications or writings given or executed submit a claim and receive reimbursement from the Escrow Fund for all reasonable, documented out-of-pocket expenses incurred by Seller's Representative as a result of acting as the Sellers’ Representative Seller's Representative; provided, however, that such right to reimbursement shall be subordinate to Buyer's claims on the Escrow, if any, and shall not be liable in paid only after all such claims have been satisfied. The Escrow Agent shall have no duty to examine any manner whatsoever for any action taken such claim to determine the reasonableness or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representativelegitimacy of such claim. Buyer Any such reimbursement shall be entitled to disregard any notices or communications given or made by any Seller, paid in his or its individual capacity, which is contrary Escrow Shares out of the Escrow Fund. For purposes of such * Material has been omitted pursuant to a notice request for confidential treatment, and such material has been filed separately with the SEC. reimbursement of the Seller's Representative, Escrow Shares shall be valued at the most recent price at which Buyer sold at least [***] of shares of capital stock to venture capital investors, or, if Buyer has sold shares of Common Stock to the public pursuant to an underwritten public offering under the Securities Act of 1933, as amended, the average closing price of Buyer's Common Stock as quoted on The Nasdaq National Market (or communication given or made other national exchange if so listed) for the five days prior to, but not including, the date on which it is determined that such Securities are to be delivered. Said value shall be provided to Escrow Agent in writing by the Sellers’ RepresentativeBuyer. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Seller's Representative shall not assume any, and shall incur no, responsibility whatsoever to be liable for any Seller by reason of any error in judgment or other act or omission performed done or omitted hereunder as Seller's Representative while acting in good faith and in the exercise of reasonable judgment. Seller shall indemnify Seller's Representative and hold Seller's Representative harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Seller's Representative and arising out of or in connection with this Agreementthe acceptance or administration of Seller's Representative's duties hereunder, unless including the reasonable fees and expenses of any legal counsel retained by Seller's Representative. (c) Seller's Representative shall act by vote or written action or consent of the Sellers’ Representative’s gross negligence holders of a majority of the membership units of Seller. A decision, act, consent or willful misconductinstruction of Seller's Representative shall constitute a decision of Seller and shall be final, binding and conclusive upon Seller, Buyer and Escrow Agent, and (ii) Buyer may rely upon any such decision, act, consent or instruction of Seller's Representative as being the Sellers’ Representative shall be entitled to rely on the advice decision, act, consent or instruction of counsel, public accountants or other independent experts experienced in the matter at issue, Seller. Escrow Agent and Buyer and are hereby relieved from any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless person for any acts done by the Sellers’ them in accordance with such decision, act, consent or instruction of Seller's Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. Silverback Operating has and does hereby irrevocably appoint Silverback (the “Seller’s Representative”) the agent and attorney-in-fact for Silverback Operating for the purposes of acting in the name and stead of Silverback Operating in: (a) giving and receiving all notices permitted or required by this Agreement; (b) the making of adjustments to the Purchase Price; (c) the allocating and distributing among Silverback Operating and Silverback of adjustments to the Purchase Price and any other payments (other than the Purchase Price) due to Seller; (d) entering into agreements with Buyer as to any amendments to this Agreement, which the Seller’s Representative may deem necessary or advisable, including but not limited to the extension of time in which to consummate the transactions contemplated by this Agreement, (e) the waiver of any closing conditions of Seller and (f) determining any Title Defect Values or Environmental Defect Values and/or the resolution of any Title Defects or Adverse Environmental Condition. Each of entity comprising Seller, however, shall execute and deliver its respective Assignment and closing deliverables at Closing. Without limiting the Sellers foregoing, the Seller’s Representative shall be solely responsible for properly distributing among the Seller any adjustments to the Purchase Price and any other payments due Seller, and Buyer shall have no liability whatsoever related to such distributions or allocation or the timing thereof. By executing this Agreement, the Seller’s Representative hereby appoints ▇▇▇▇ ▇▇▇▇▇ accepts its appointment and authorization to act as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling and attorney-in-fact and agent on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments each entity comprising Seller in accordance with Section 13.6, but excluding the settling terms of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in Each entity comprising Seller acknowledges that this appointment is coupled with an interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreementirrevocable, and in exercising or failing to exercise all or each entity comprising Seller further acknowledges that Buyer and any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative person shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, any and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless all actions taken by the Sellers’ RepresentativeSeller’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each Seller, by its execution and delivery of this Agreement, hereby irrevocably constitutes and appoints Sellers’ Representative as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of such Seller with exclusive authority to make all decisions and determinations and to take all actions (including giving consents and waivers to this Agreement) required or permitted under this Agreement and all Ancillary Agreements on behalf of the Sellers, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of the Sellers, and any notice, document, certificate or information required to be given to any Seller shall be deemed so given if given to the Sellers’ Representative. Without limiting the generality of the foregoing, such powers and authority shall include, without limitation, acting in the name of and on behalf of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ with respect to: (i) the execution, delivery, receipt and acceptance of delivery of, such notices, releases, instruments and other documents as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative determines, in its sole discretion, to act on his or its behalf be appropriate to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) acting for such Seller (including providing calculations and making any and all decisions) with respect to all Purchase Price matters arising under and all Purchase Price adjustment matters referred to herein, including pursuant to Section ‎2.4 hereof; (iii) the investigation, prosecution, defense and/or settlement of any claims pursuant to ‎Section 12 of this Agreement, or otherwise related to this Agreement, any Ancillary Agreement or the transactions contemplated hereby; (iv) complying with orders of courts and awards of arbitrators with respect to any claims hereunder; (v) following the Closing, making all decisions in connection with any amendment to or waiver of this Agreement; (vi) engaging, obtaining and relying upon the advice of legal counsel, accountants and other professional advisors as Sellers’ Representative, in its sole discretion, deems necessary or advisable in the performance of the duties of Sellers’ Representative; (vii) retaining the Sellers’ Representative Expense Amount and paying amounts therefrom in accordance with this Agreement; (viii) receiving and objecting to all notices, communications and deliveries hereunder on behalf of such Seller; and (ix) doing or refraining from doing any further act or deed on behalf of such Seller that Sellers’ Representative deems necessary or appropriate, in the sole discretion of Sellers’ Representative, relating to the subject matter hereof as fully and completely as such Seller could do if personally present and acting and as though any reference to such Seller herein was a reference to Sellers’ Representative; provided, however, that the Sellers’ Representative will have no obligation to act on behalf of the Sellers except as expressly provided herein. (b) The appointment of Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable, and any other Person may conclusively and absolutely rely, without inquiry, upon any action of Sellers’ Representative as the act of each Seller in all matters referred to herein. (c) In the event Sellers’ Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Sellers’ Representative for purposes of this Agreement requiring shall be appointed by the outgoing Sellers’ Representative, with the written consent of all Sellers. (d) A decision, act, consent or contemplating instruction of Sellers’ Representative shall constitute a decision of all Sellers and shall be final, binding and conclusive upon each Seller. The Escrow Agent and Buyer may rely upon any decision, act, consent or instruction of Sellers’ Representative as being the possibility decision, act, consent or instruction of some notice each and every Seller, and Buyer, its Affiliates and, after the Closing, the Company and its Subsidiaries are hereby released and relieved from any liability to be sent to any Person for (i) any acts or fromomissions by any of them in accordance with any instructions (including payment instructions), decisions or acts of the Sellers’ Representative and (ii) any instructions, decisions or actions of the Sellers’ Representative in all matters in which action by Sellers’ Representative is required or permitted, or some action otherwise contemplated to be taken by, Sellers’ Representative under this Agreement or any Seller. The power and authority of Sellers’ Representative, as described in this Agreement, shall continue in full force until all rights and obligations of Sellers under this Agreement or any Ancillary Agreement shall have terminated, expired or been fully performed. (e) In connection with the Sellerscarrying out of its duties, including acting as the Sellers’ representative for Representative shall have the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i)full and complete authority to incur reasonable expenses and engage counsel, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling advisors and experts. The Sellers’ Representative will incur no liability of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees kind with respect to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) action or omission by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, services pursuant to this Agreement and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced any Ancillary Agreements except in the matter at issue, and any error in judgment or other act or omission event of liability directly resulting from the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All The Sellers’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. (f) The Sellers’ Representative Expense Amount shall be used for the immunities purposes of paying directly, or reimbursing the Sellers’ Representative for, any third-party expenses pursuant to this Agreement and powers granted the Ancillary Agreements. The Sellers will not receive any interest or earnings on the Sellers’ Representative Expense Amount and irrevocably transfer and assign to the Sellers’ Representative under any ownership right that they may otherwise have had in any such interest or earnings. The Sellers’ Representative will not be liable for any loss of principal of the Sellers’ Representative Expense Amount other than as a result of its gross negligence or willful misconduct. The Sellers’ Representative shall have sole control of withdrawals from, or other decisions with respect to, the Sellers’ Representative Expense Amount but acknowledges that it will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as soon as practicable following the completion of the Sellers’ Representative’s responsibilities hereunder and in any event no later than the date falling on the eighteenth (18th) month anniversary of the Closing Date, the Sellers’ Representative will deliver any remaining balance of the Sellers’ Representative Expense Amount to the Sellers and, in the case of the Optionholder, the Company for payment to the Optionholder in accordance with Section ‎2.2, with each Seller and the Optionholder to receive an amount equal to such Seller’s or Optionholder’s, as applicable, Consideration Percentage Interest of the balance of the Sellers’ Representative Expense Amount. (g) Star2Star Holdings, LLC accepts its appointment as Sellers’ Representative. Sellers’ Representative represents and warrants to the Sellers, Buyer and the Company that it has all requisite capacity and authority to execute and deliver this Agreement shall survive and to perform its obligations hereunder and to consummate the Initial Closingtransactions contemplated hereby. This Agreement has been duly executed and delivered by the Sellers’ Representative and, any Subsequent Closing and/or any termination assuming the due authorization, execution and delivery of this AgreementAgreement by each other party hereto, constitutes a legal, valid and binding obligation of the Sellers’ Representative, enforceable against the Sellers’ Representative in accordance with its terms, except as such enforceability may be limited by applicable (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies.

Sellers’ Representative. Each Seller and IP Seller hereby irrevocably appoints Noveon (a"Sellers' Representative") Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as such Sellers' or IP Sellers' true and lawful attorney-in-fact and agent and authorizes its acting for such Seller or IP Seller and in such Seller’s 's or IP Seller's name, place and stead, in any and all capacities to do and perform every act and thing required or permitted to be done by Sellers' Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf in connection with respect this Agreement, as fully to all matters arising under this Agreement requiring intents and purposes as such Seller or contemplating the possibility of some notice to be sent to IP Seller might or from, or some action to be taken by, the Sellerscould do in person, including acting as the Sellers’ representative for the purpose of settling taking any and all action on behalf of the Sellers such Seller or IP Seller from time to time as contemplated hereunder. Each Seller and IP Seller acknowledges and agrees that upon execution of this Agreement, (i) upon any claims made delivery by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling Sellers' Representative of any claims made waiver, amendment, agreement, certificate or other document executed by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaidSellers' Representative, each such Seller hereby agrees to or IP Seller shall be bound by any such documents or action as fully as if such Seller or IP Seller had executed and all notices sent delivered such documents, and actions taken (and notices not sent and actions not takenii) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for on any action taken by Sellers' Representative, on behalf of such Seller or not taken in reliance upon IP Seller pursuant to this Section 7.15. Each Seller or IP Seller will, by executing this Agreement agree that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable and shall survive the bankruptcy of such Seller or IP Seller. Sellers' Representative will have no Liability to Buyer, Sellers or IP Sellers with respect to actions taken or not omitted to be taken or communications or writings given or executed by the in its capacity as Sellers’ ' Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever except with respect to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Liability resulting primarily from Sellers’ ' Representative’s 's gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each The Sellers, by virtue of the Sellers their execution of this Agreement, hereby appoints irrevocably appoint ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, as Seller’s Representative hereunder their “Sellers’ Representative” for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating and consent to the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by them under this Agreement, including without limiting the generality of the foregoing, the right to receive and pay funds on his behalf of each Seller, to waive, modify or its behalf pursuant amend any of the terms of this Agreement in any respect, whether or not material, and to settle indemnification claims or any disputed matters arising under this Agreement. If for any reason By its execution below, the Sellers’ Representative shall be unable to perform hereby accepts its duties hereunder appointment as the Sellers’ Representative, the holders Representative for purposes of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representativethis Agreement. Buyer Purchaser shall be entitled to rely deal exclusively upon any communications or writings given or executed by with the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled on all matters relating to disregard any notices or communications given or made by any Sellerthis Agreement, in his or its individual capacity, which is contrary to a notice or communication given or made except as otherwise instructed by the Sellers’ Representative. (b) In performing his duties The Sellers’ Representative shall be authorized to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon Agreement (an “Instrument”) which the Sellers’ Representative hereunder determines in his discretion to be necessary, appropriate or thereunderdesirable, (i) and, in connection therewith, to hire or retain, at the sole expense of Sellers, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. Any party receiving an Instrument from the Sellers’ Representative shall not assume anyhave the right to rely in good faith upon such certification, and shall incur no, responsibility whatsoever to any Seller by reason of any error act in judgment or other act or omission performed or omitted hereunder or in connection accordance with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and Instrument without independent investigation. (iic) If the Sellers’ Representative shall die, become disabled or otherwise be entitled unable to rely on fulfill his responsibilities as agent of the advice Sellers, then the Sellers shall, within ten (10) days after such death or disability, appoint a successor representative. Any such successor shall become a “Sellers’ Representative” for purposes of counselthis Agreement. (d) The Sellers hereby forever release and discharge the Sellers’ Representative, public legal counsel and accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of for the Sellers’ Representative pursuant to such advice shall (collectively, the “Released Party”) of and from any and all claims and demands of every kind and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual and consequential, past, present and future, arising out of or in no event subject any way connected with the actions of the Released Party so long as the Released Party is acting within his, her or its capacity and the mandate of the sole of Sellers’ Representative to liability to any Seller unless as contemplated by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers Seller and each Member, by execution and delivery hereof, hereby designates and appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Representative”), as agent for and on behalf of each Seller and each Member, and the true and lawful attorney in fact of each Seller and each Member, with full power and authority in each of each Seller’s Representative hereunder for and each Member’s names, to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of each such Seller and Member, amendments, consents and waivers under this Agreement pursuant to the purposes terms set forth herein, to make and receive payments on behalf of representing his or its individual interests. Each each Seller and each Member pursuant to the terms set forth herein, to take such other actions as authorized by this Agreement, including actions in connection with the determination of the Sellers hereby authorizes 2016 Adjusted EBITDA Amount and the payment of any Earnout Amount pursuant to Section 3.3, the defense and/or settlement of any indemnification claims of any Seller Indemnitee pursuant to Article X, the initiation and/or settlement of any claims pursuant to Article VII, to take all actions authorized by the Escrow Agreement, including defending or settling any claims thereunder and releasing and transferring any of the Escrowed Cash or Escrowed Shares to the Company in accordance with the terms set forth therein, and all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. All such actions of the Sellers’ Representative shall be binding on each Seller and each Member. Such agency may be changed by a vote or written consent by the holders of a majority of the membership interests of Sellers as of the Closing Date, voting in the same manner as would have been voted in accordance with the organizational documents of the Sellers as in effect immediately prior to the Closing Date (the “Majority Holders”), from time to time upon not less than ten (10) days’ prior written notice to the Company and Parent. If at any time the Sellers’ Representative resigns, dies or becomes incapable of acting, the Majority Holders shall choose another Person to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative Representative under this Agreement. The Sellers or Members may not make a claim for indemnity against Buyer or Holdings pursuant to this Agreement except through the purpose of settling on behalf Sellers’ Representative, who shall make such a claim only upon the written direction of the Sellers any claims made by Buyer under Section 12.1(a)(i)Majority Holders. (b) Once the Sellers’ Representative has initiated a claim for indemnity, representing all acts and decisions of the Sellers’ Representative in connection with such matter shall be binding on the Sellers and all the Members. No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall receive no compensation for services provided hereunder. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from the Sellers and each of the Members. (c) The Sellers’ Representative will be entitled to engage such counsel, experts and other agents as the Sellers’ Representative deems necessary or proper in connection with performing the Sellers’ Representative's obligations hereunder, and will be promptly reimbursed by the Sellers and Members for all reasonable expenses, disbursements and advances incurred by the Sellers’ Representative in such capacity upon demand. The Members shall severally indemnify and hold harmless the Sellers’ Representative, in proportion to each Member’s percentage ownership of the membership interests of Sellers as of the Closing, with respect to any indemnification proceedings under Section 12.3and all damages that are incurred by the Sellers’ Representative as a result of actions taken, approving or actions not taken, by the Sellers’ Representative herein, except to the extent that such damages arise from the gross negligence or willful misconduct of the Sellers’ Representative. The Sellers’ Representative shall not be liable to the Sellers and Members for any waivers act done or amendments omitted hereunder as Sellers’ Representative, excluding acts which constitute gross negligence or willful misconduct. (d) The Sellers’ Representative shall promptly pay to the Sellers and the Members in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and terms hereof all notices sent and actions taken (and notices not sent and actions not taken) amounts received by the Sellers’ Representative on his or its behalf pursuant to of the Sellers and the Members under this Agreement. If for any reason ; provided, however, that the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall will be entitled to rely exclusively upon set off any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted amounts payable to the Sellers’ Representative under this Section 11.13(d) against amounts otherwise payable to the Sellers and Members pursuant to this Section 11.13(d) or released Escrowed Cash or Escrowed Shares for the benefit of the Sellers and Members. (e) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any of the Sellers and Members (except as otherwise provided herein) or by operation of law, whether by the death or incapacity of any Members or by the occurrence of any other event. A decision, act, consent or instruction of the Sellers’ Representative in respect of any action under this Agreement or the Escrow Agreement shall survive constitute a decision of the Initial ClosingSellers and all of the Members and shall be final, binding and conclusive upon the Sellers and the Members, and the Company, Parent and Holdings may rely upon any Subsequent Closing and/or decision, act, consent or instruction of the Sellers’ Representative hereunder as being the decision, act, consent or instruction of each Seller and each and every such Member and any termination other Members. The Company, Parent and Holdings shall be able to rely conclusively on the proper distribution of such amounts by the Sellers’ Representative among the Sellers and the Members upon receipt by the Sellers’ Representative of such amounts. The Company, Parent and Holdings are hereby relieved from any liability to any Person (including any Members or any other Member) for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ Representative, to the extent delegated to the Sellers’ Representative hereunder. (f) The provisions of this Section 11.13 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Person may have in connection with the transactions contemplated by this Agreement.

Sellers’ Representative. 10.1 Until the last date on which it may be necessary for the Purchaser or the Purchaser’s Parent and the Sellers to have dealings with each other in respect of their rights and obligations under this Agreement, the Sellers shall procure that there shall be one person (the “Sellers’ Representative”) that shall have the right, power and authority on behalf of each Seller: (a) to make decisions in relation to dealings with each other in respect of their rights and obligations under this Schedule and the Tax Warranties; (b) to receive and to distribute all notices and other communications to any Seller in relation to this Schedule and the Tax Warranties; and (c) generally to act for and on behalf of each Seller in respect of such dealings. 10.2 Each Seller shall be deemed automatically to have consented to the appointment of the Sellers hereby appoints Sellers’ Representative and the right, power and authority of the Sellers’ Representative and the exercise thereof. Such right, power and authority shall be exercised so that: (a) all decisions shall be made within the period (if any) required by this Schedule or, if applicable, the relevant Tax Warranties (and in that connection the Sellers’ Representative shall have the right to act upon the instructions of the Sellers, in such numbers or determined by such classes as they may agree, PROVIDED THAT the Sellers’ Representative shall have full right, power and authority to act in the absence of such instructions); and (b) each Seller shall not otherwise attempt to exercise any right, power or authority in relation to this Schedule or, if applicable, the relevant Tax Warranties in lieu of the Sellers’ Representative, even if such Seller shall be prejudiced thereby. 10.3 The initial Sellers’ Representative is ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes ▇▇▇. 10.4 Any change in the Sellers’ Representative to or the persons through which it shall act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to shall not be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf effective until three of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing shall have notified the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except Purchaser as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the such change. 10.5 The Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior provide to the Initial Closing Purchaser such evidence as the Purchaser shall appoint a replacement Sellers’ Representative. Buyer shall be entitled reasonably request to rely exclusively upon any communications or writings given or executed by evidence the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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 appointment of the Sellers’ Representative pursuant to such advice and, where relevant, the persons through which it shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementact.

Sellers’ Representative. (a) Each By executing and delivering a counterpart of this Agreement and receiving the Sellers benefits thereof, including the right to receive the consideration payable in connection with the Stock Sale, each Seller shall be deemed to have approved the designation of, and hereby appoints ▇▇▇▇ ▇▇▇▇▇ designates, Westhill Group AB as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ ' Representative under the terms set forth herein to act on his or its behalf give and receive notices and communications, to authorize delivery to Chyron of any deliverables set forth in this Agreement, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement, and to take all actions necessary or appropriate in the judgment of the Sellers' Representative for the accomplishment of the foregoing. If for any reason the Sellers’ ' Representative shall die, be unable to perform its duties hereunder as Sellers’ Representative, removed by the written direction of the holders of a majority in interest of the Interests owned Capital Stock (determined as of immediately prior to the Initial Closing shall appoint Closing), become disabled, resign or otherwise be unable to fulfill its responsibilities hereunder, a replacement new Sellers’ Representative' Representative may be designated by the holders of a majority in interest of the Capital Stock (determined as of immediately prior to the Closing) upon not less than ten (10) days' prior written notice to Chyron. Buyer No bond shall be entitled to rely exclusively upon any communications or writings given or executed by required of the Sellers’ ' Representative, and the Sellers' Representative and shall not be liable in receive no compensation for its services from Chyron, Hego or any manner whatsoever for any action taken or not taken in reliance upon of their Affiliates after the actions taken or not taken Closing. Notices or communications to or writings given or executed by from the Sellers’ Representative. Buyer ' Representative shall be entitled constitute notice to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by from each of the Sellers’ . Each Seller agrees to receive correspondence from the Sellers' Representative, including in electronic form. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the The Sellers’ Representative hereunder or thereunder, (i) the Sellers’ ' Representative shall not assume any, and shall incur no, responsibility whatsoever to be liable for any Seller by reason of any error in judgment or other act or omission performed done or omitted hereunder as Sellers' Representative while acting in good faith and without gross negligence or willful misconduct and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall jointly and severally indemnify and hold the Sellers' Representative harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Sellers' Representative and arising out of or in connection with this Agreementthe acceptance or administration of its duties hereunder, unless by in each case as such loss, liability or expense is incurred. (c) The Sellers' Representative shall have reasonable access to information about Hego and its Subsidiaries, including in electronic form to the extent reasonably available, for purposes of performing his duties and exercising his rights hereunder. The Sellers’ Representative’s gross negligence ' Representative and its members, managers, directors, officers, agents and employees shall treat confidentially and not disclose any nonpublic information from or willful misconduct, and about Hego or Chyron. (iid) the The Sellers’ ' Representative shall be entitled to rely on reimbursement from the advice of counselSellers for all losses, public accountants or other independent experts experienced in the matter at issue, liabilities and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless reasonable expenses incurred by the Sellers’ ' Representative in connection with performing the Sellers' Representative’s gross negligence or willful misconduct. All of 's duties as set forth in this Agreement; provided that the immunities Sellers shall not be relieved from their obligations to reimburse such losses, liabilities and powers granted expenses, nor shall the Sellers' Representative be prevented from seeking any remedies available to the Sellers’ ' Representative under this Agreement shall survive at law or otherwise against the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSellers with respect thereto.

Sellers’ Representative. (a) Each of the Sellers Seller hereby irrevocably appoints B▇▇▇▇▇▇▇ ▇▇▇▇▇ as Seller’s Sellers’ Representative hereunder for and attorney-in-fact to act on behalf of such Seller with respect to this Agreement and to take any and all actions and make any decisions required or permitted to be taken by Sellers individually or by Sellers’ Representative pursuant to this Agreement, including the purposes of representing his or its individual interests. Each exercise of the power to give and receive notices and communications in connection with this Agreement and the transactions contemplated hereby, to take all actions on behalf of Sellers hereby authorizes pursuant to this Agreement, and to take all actions necessary or appropriate in the judgment of the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf accomplishment of the Sellers any claims made by Buyer under Section 12.1(a)(i)foregoing. More specifically, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant shall have the authority to make all decisions and determinations and to take all actions (including agreeing to any amendments to this AgreementAgreement to which it is a party or to the termination hereof or thereof) required or permitted hereunder on behalf of each such Seller, and any such action, decision or determination so made or taken shall be deemed the action, decision or determination of each such Seller, and any notice, communication, document, certificate or information required (other than any notice required by Law) to be given to any Seller hereunder shall be deemed so given if given to the Sellers’ Representative. If for any reason Without limiting the generality of the foregoing, the Sellers’ Representative shall be unable authorized, in connection with the Closing, to perform its duties hereunder as execute all certificates, documents and agreements on behalf of and in the name of Sellers necessary to effectuate the Closing and related transactions. Each Sellers’ Representative shall be authorized to take all actions on behalf of the Sellers in connection with any claims made under Section 4.07 of this Agreement, to defend or settle such claims, and to make payments in respect of such claims on behalf of Sellers. (b) No Seller shall have the right to object to, dissent from, protest or otherwise contest any such decision or action of the Sellers’ Representative. The provisions of this Section 7.16, including the power of attorney granted by this Section 7.16, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one Seller, or by operation of Law, whether by death or other event. (c) Each Seller’s Representative may resign at any time, and may be removed for any reason or no reason by the vote of the holders of a majority in interest of the Interests owned Acquired Company Shares immediately prior to Closing; provided, however, in no event shall Sellers’ Representative resign or be removed without the Initial Closing Sellers having first appointed a new Sellers’ Representative who shall appoint a replacement assume such duties immediately upon the resignation or removal of Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications In the event of the death, incapacity, resignation or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the removal of Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the new Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless be appointed by the Sellers’ Representative’s gross negligence vote of the holders of a majority of the Acquired Company Shares immediately prior to Closing. Notice of such vote or willful misconduct, and (ii) a copy of the written consent appointing such new Sellers’ Representative shall be sent to Buyer promptly following such vote or consent, such appointment to be effective upon the date indicated in such consent; provided, that until such notice is received, Buyer shall be entitled to rely on the decisions and actions of the prior Sellers’ Representative as described in Section 7.16(a) above. (d) Each Seller’s Representative shall not be liable to the Sellers for actions taken pursuant to this Agreement, except to the extent such actions shall have been determined by a court of competent jurisdiction to have constituted fraud, intentional misconduct or bad faith (it being understood that any act done or omitted pursuant to the advice of counsel, public accountants or and other independent professionals and experts experienced in the matter at issue, and any error in judgment or other act or omission of the retained by Sellers’ Representative pursuant to such advice shall in no event subject the be conclusive evidence of good faith). Each Seller shall indemnify and hold harmless Sellers’ Representative to liability to from and against, compensate him, her or it for, reimburse him, her or it for and pay any Seller unless by the Sellers’ Representative’s gross negligence and all Losses, arising out of and in connection with his, her or willful misconduct. All of the immunities and powers granted to the its activities as Sellers’ Representative under this Agreement Agreement, including without limitation any travel expenses such as transportation, lodging and meals, and attorney fees incurred in connection with Sellers actions as Seller Representative, in each case as such Loss is suffered or incurred; provided, that in the event it is finally adjudicated that a Loss or any portion thereof was primarily caused by the fraud, intentional misconduct or bad faith of the Sellers’ Representative, the Sellers’ Representative shall survive reimburse the Initial ClosingSellers the amount of such indemnified Loss attributable to such fraud, any Subsequent Closing and/or any termination of this Agreementintentional misconduct or bad faith.

Sellers’ Representative. (a) Each 14.1 For purposes of this Agreement, each of the Sellers hereby irrevocably appoints and authorises: ▇▇▇▇ ▇▇▇▇▇ M&A B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (the Sellers’ Representative) as its agent and attorney with full power and authority in that Seller’s name and on its behalf to: (a) execute any agreement or instrument entered into or delivered in connection with the Transaction and to give any written consent, direction, demand, notice or other communication on behalf of that Seller in connection with the Transaction; (b) receive any written consent, direction, demand, notice or other communication on behalf of that Seller in connection with the Transaction; (c) consent or agree to any amendment to, or waiver of any provision of, this Agreement in his, her or its capacity as the Sellers’ Representative hereunder or to agree to, negotiate, enter into, or, if applicable, contest, prosecute or defend, settlements and compromises of, any claims in connection with the resolution of any dispute relating to this Agreement or the Transaction (including with respect to any inaccuracy in any of the Sellers’ Warranties, any adjustments with respect to the Consideration and any matters related to Clause 10, Clause 11 or Clause 12 hereof); (d) review, negotiate and agree to and authorize the Purchaser to reclaim funds from the Escrow Accounts in satisfaction of claims asserted by the Purchaser; (e) consult with Representatives for the purposes of representing his performing its duties hereunder, solely at the cost and expense of the Sellers; and (f) take all actions necessary or appropriate in his, her or its individual interestsjudgment for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. 14.2 The Sellers’ Representative in such capacity will not be responsible and will not have any liability to any of the Sellers for any loss or damage any of them may suffer by reason of the performance by the Sellers’ Representative of his duties under this Agreement, other than loss or damage arising from fraud. Each of the Sellers hereby authorizes appointing the Sellers’ Representative hereby undertakes to act on his or its behalf with respect to ratify and confirm all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by that the Sellers’ Representative will do or cause to be done in its capacity as Sellers’ Representative, provided that it is within the scope of such appointment. 14.3 Each of the Sellers agrees that the Purchaser shall be entitled to rely on his or its behalf pursuant this Clause 14 in dealing with the Sellers’ Representative and that, subject to this Agreement. If for any reason 14.4 and so far as permitted by law, the appointment of the Sellers’ Representative shall be unable conclusively binding on each Seller in favour of the Purchaser. 14.4 If the appointment of the Sellers’ Representative terminates due to perform its duties hereunder as the resignation or bankruptcy of the Sellers’ Representative, the holders Sellers shall notify the Purchaser in writing of such termination as soon as reasonably practicable and in any event within five (5) Business Days of such termination. The Sellers shall simultaneously notify the Purchaser in writing upon the appointment of a majority in interest of new sellers’ representative with the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by same power and authority as the Sellers’ Representative and shall not be liable has been given in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representativethis Agreement. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the 14.5 The Sellers’ Representative hereunder is not obliged to do or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever omit to any Seller by reason do anything if it would or might in its reasonable opinion constitute a breach of any error in judgment law or other act regulation or omission performed a breach of a fiduciary duty or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice duty 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementconfidentiality.

Sellers’ Representative. (a) Each of the 12.1 The Sellers hereby appoints appoint Pat▇▇▇▇ ▇▇▇▇▇▇ as Seller’s Representative hereunder ▇▇ Corringales, to be their representative for the purposes of representing his this Deed (whether as Sellers or its individual interests. Each as Warrantors) on the terms set out in this clause 12 (Sellers' Representative) and undertake to the Buyer not to revoke the authority of the Sellers hereby authorizes the Sellers’ ' Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, as such. Notice details for the Sellers, including acting as ' Representative are set out in clause 11.3. 12.2 The Sellers: (a) may on one or more occasions; and (b) if the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i)' Representative dies or is otherwise unwilling to continue to act in that capacity, representing the Sellers in any indemnification proceedings under Section 12.3will promptly, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ ' Representative. , in either case by notice to the Buyer shall be entitled to rely exclusively upon any communications or writings given or executed signed by all the Sellers’ Representative and shall not be liable , such appointment to take effect 5 Business Days after the notice is given. 12.3 References in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by this Deed to the Sellers’ Representative. Buyer shall ' Representative will be entitled deemed to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary refer to a notice or communication given or made by the Sellers’ ' Representative for the time being appointed under clauses 12.1 and 12.2 above. 12.4 Each Seller irrevocably authorises the Sellers' Representative.: (a) to negotiate, compromise, settle or agree any matter arising out of this Deed with the Buyer; (b) In performing his duties under this Agreementwithout affecting clause 12.4(a), and to act in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever relation to any Seller by reason of any error in judgment matter which this Deed provides is to be dealt with, done or other act or omission performed or omitted hereunder or in connection with this Agreement, unless agreed by the Sellers’ ' Representative’s gross negligence ; and (c) give any Notice, on behalf of any one or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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 more of the Sellers’ Representative pursuant to such advice shall in no event subject . 12.5 Except for a notice given by the Sellers’ Representative to liability to Sellers under clause 12.2, Notices given on behalf of any Seller unless one or more of the Sellers will only be valid if they have been given by the Sellers’ ' Representative’s gross negligence . 12.6 The Buyer may: (a) treat any matter negotiated, compromised, settled or willful misconduct. All agreed by the Sellers' Representative as having been done on behalf of, and as being binding on, all of the immunities Sellers; (b) treat a Notice given by the Sellers' Representative as having been given on behalf of, and powers granted as being binding on, all of the Sellers; and (c) give a Notice to any one or more Sellers by sending it to the Sellers’ Representative under this Agreement shall survive ' Representative, indicating in such notice to which of the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSellers it is addressed.

Sellers’ Representative. (a) Each of the Sellers Seller hereby irrevocably appoints B▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the Sellers’ Representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller’s Representative hereunder for Membership Interests to the purposes Buyer in accordance with the terms and provisions of representing his this Agreement, and to act on behalf of such Seller in any amendment of or its individual interests. Each of the Sellers hereby authorizes litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Sellers’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement, including without limitation the power: (a) to act on his take all action necessary or its behalf desirable in connection with respect the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (b) to negotiate, execute or deliver all matters arising ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Seller shall execute and deliver any such document which the Sellers’ Representative agrees to execute); (c) to give and receive all notices and communications to be given or received under this Agreement requiring or contemplating the possibility and to receive service of some notice process in connection with any claims under this Agreement, including service of process in connection with arbitration; (d) to be sent to or from, or some action to take all actions which under this Agreement may be taken by, by the Sellers, including acting as the Sellers’ representative for the purpose of settling Sellers and to do or refrain from doing any further act or deed on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by which the Sellers’ Representative on his deems necessary or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority appropriate in interest of the Interests owned immediately prior its/his/her sole discretion relating to the Initial Closing shall appoint a replacement Sellers’ Representativesubject matter of this Agreement as fully and completely as such Seller could do if personally present. The Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, full power and any error in judgment or other act or omission authority of the Sellers’ Representative pursuant to act hereunder in such advice shall in no event subject capacity on behalf of the Sellers. The Sellers’ Representative is serving in such capacity solely for the purpose of administrative convenience, and is not personally liable in such capacity for any of the obligations of the Sellers hereunder. The Buyer agrees that it will not look to liability to any Seller unless by the personal assets of the Sellers’ Representative’s gross negligence or willful misconduct, acting in such capacity, for the satisfaction of any obligations to be performed by the Sellers hereunder. All of the immunities and powers granted If B▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ becomes unable to serve as the Sellers’ Representative under this Agreement Representative, such other Person or Persons as may be designated by the Sellers holding a majority of the Membership Interests, shall survive succeed as the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSellers’ Representative.

Sellers’ Representative. (a) a. Each Seller hereby irrevocably constitutes and appoints AB, LLC as such Seller’s representative, attorney-in-fact and agent, with full power of substitution to do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the Sellers transactions contemplated hereby appoints ▇▇▇▇ ▇▇▇▇▇ and the exercise of all rights and the performance of all obligations hereunder, including: (i) receiving payments under or pursuant to this Agreement and disbursements thereof to the Sellers, as Seller’s Representative hereunder for the purposes contemplated by this Agreement; (ii) receiving and forwarding of representing his notices and communications pursuant to this Agreement and accepting service of process; (iii) giving or its individual interests. Each agreeing to, on behalf of all the Sellers hereby authorizes or any Seller, any and all consents, waivers and amendments deemed by the Sellers’ Representative, in its reasonable and good faith discretion, to be necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in connection therewith; and (iv) with respect to any indemnification claims and all other matters arising under this Agreement, (A) disputing or refraining from disputing, on behalf of each Seller relative to any amounts to be received by Sellers under this Agreement or any agreements contemplated hereby, or any claim made by the Buyer under this Agreement, (B) negotiating and compromising, on behalf of each Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement and (C) executing, on behalf of each Seller, any settlement agreement, release or other document with respect to such dispute or remedy, except in each case with respect to a dispute between any Seller on the one hand and the Sellers’ Representative on the other hand, provided that, in each case, the Sellers’ Representative shall not take any action adverse to act on his or its behalf any Seller unless such action is also taken proportionately with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each others. b. Each Seller hereby agrees to be bound by any and that: (i) in all notices sent and actions taken (and notices not sent and actions not taken) matters in which action by the Sellers’ Representative is required or permitted, the Sellers’ Representative is authorized to act on his behalf of such Seller, notwithstanding any dispute or its behalf pursuant disagreement among the Sellers, and any Buyer Indemnified Party shall be entitled to rely on any and all actions taken by the Sellers’ Representative under this Agreement. If for Agreement without any reason liability to, or obligation to inquire of, any Seller, notwithstanding any knowledge on the part of any Buyer Indemnified Party of any such dispute or disagreement; (ii) all decisions, actions, consents and instructions by the Sellers’ Representative shall be unable binding upon all of the Sellers, and no Seller shall have the right to perform its duties hereunder as object to, dissent from, protest or otherwise contest any such decision, action, consent or instruction; (iii) notice to the Sellers’ Representative, delivered in the holders of a majority manner provided in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Section 12.1, shall be entitled deemed to rely exclusively upon any communications or writings given or executed by be notice to each Seller for the purposes of this Agreement; (iv) the appointment of the Sellers’ Representative is coupled with an interest and shall not be liable irrevocable by such Seller in any manner whatsoever or for any action taken reason; and (v) in the event that the person or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by entity serving as the Sellers’ Representative. Buyer Representative files for bankruptcy protection or otherwise becomes unable to serve as a representative of the Sellers, ABC, LLC, shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreementc. Each Seller hereby acknowledges and agrees that no Buyer Indemnified Party shall have any Liability to any Seller Indemnified Party with respect to, and in exercising or failing the Sellers jointly and severally shall indemnify all each Buyer Indemnified Party against, and agree to exercise hold each Buyer Indemnified Party harmless from, any and all or Losses incurred by such Buyer Indemnified Parties arising out of any breach of the powers conferred upon this Section 12.18 by the Sellers’ Representative hereunder or thereunderby any Seller, (i) or the Sellers’ Representative shall not assume anydesignation, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment appointment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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 actions of the Sellers’ Representative pursuant to such advice shall in no event subject the provisions hereof, including with respect to any (i) failure by the Sellers’ Representative to liability to deliver funds received by the Sellers’ Representative on behalf of the Sellers or any Seller unless other actions taken by the Sellers’ Representative and (ii) reliance by any Buyer Indemnified Party on, and actions taken by any Buyer Indemnified Party in reliance on, the instructions of, notice given by or any other action taken or omitted by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each Seller, on behalf of the Sellers such Seller and such Seller’s successors, heirs and permitted assigns hereby appoints ▇▇▇▇ ▇▇▇▇▇ ZFS Solutions, LLC as “Sellers’ Representative” as such Seller’s Representative agent and attorney-in-fact, with full power of substitution, for all purposes set forth in this Agreement, including the full power and authority (i) to perform the Transactions to be performed by Sellers under the Transaction Documents, (ii) to disburse any funds received hereunder for to Sellers, (iii) to execute and deliver on behalf of each Seller any amendment or waiver under this Agreement and to agree to resolution of all claims hereunder, (iv) to retain legal counsel and other professional services, at the purposes expense of representing his or its individual interests. Each of Sellers, in connection with the Sellers hereby authorizes the performance by Sellers’ Representative of this Agreement, and (v) to do each and every act on his and exercise all rights which such Seller is permitted or its behalf with respect required to all matters arising do or exercise under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Sellerother Transaction Document. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the If Sellers’ Representative on his resigns or its behalf pursuant is otherwise unable or unwilling to this Agreement. If for any reason serve in such capacity, Sellers that hold or held a majority of all of the Membership Interests sold or to be sold hereunder will appoint a new Person to serve as Sellers’ Representative shall be unable and will provide prompt written notice thereof to perform its duties hereunder as Sellers’ RepresentativeBuyer. Until such notice is received, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken or not taken in reliance upon on the actions taken or not taken or communications or writings given or executed by and statements of the previous Sellers’ Representative. Buyer The power and authority granted hereunder will be exclusive and no Seller shall be entitled to disregard exercise any notices right under this Agreement or communications given or made the Escrow Agreement except through Sellers’ Representative. In connection with and in furtherance of its appointment as Sellers’ Representative, Sellers’ Representative agrees to perform and be bound by any Seller, in his or its individual capacity, which is contrary all of the provisions of this Agreement applicable to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under The appointment of Sellers’ Representative as the attorney-in-fact for each Seller as set forth in this Section 9.15 and all authority hereby conferred are granted and conferred in consideration of the interest of Sellers, is therefore coupled with an interest and is and will be irrevocable and shall neither be terminated nor otherwise affected by any act of any Seller or by operation of Law, whether by the death, dissolution, liquidation, incapacity or incompetence of such Seller or by the occurrence of any other event. If, after the execution of this Agreement, and in exercising any Seller dies, dissolves or failing to exercise all liquidates or any of the powers conferred upon the becomes incapacitated or incompetent, Sellers’ Representative hereunder or thereunderis nevertheless authorized, (i) the Sellers’ Representative shall not assume any, empowered and shall incur no, responsibility whatsoever directed to any Seller by reason of any error act in judgment or other act or omission performed or omitted hereunder or in connection accordance with this AgreementSection 9.15 as if that death, unless by the Sellers’ Representative’s gross negligence dissolution, liquidation, incapacity or willful misconduct, incompetency had not occurred and (ii) the Sellers’ Representative shall be entitled to rely on the advice regardless 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementnotice thereof.

Sellers’ Representative. (a) Each 9.8.1. By virtue of their signature on this Agreement, the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of have appointed the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative agent and attorney-in-fact for the purpose of settling and on behalf of the Sellers to: (i) give and receive notices and communications, as an Indemnified Person or an Indemnifying Person, to or from Purchaser (on behalf of itself or any other Indemnified Person, or as an Indemnifying Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such Seller individually); (ii) authorize deliveries to or offset by Purchaser of cash from the Escrow Fund in satisfaction of claims asserted by Purchaser (on behalf of itself or any other Indemnified Person, including by not objecting to such claims); (iii) object to claims made by Buyer under or on behalf of an Indemnified Person, including pursuant to Section 12.1(a)(i)9.6, representing the Sellers in or make claims as or on behalf of an Indemnified Person; (iv) consent or agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts or arbitration awards with respect to, such claims; (v) consent or agree to any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant amendment to this Agreement; and (vi) take all actions necessary or appropriate in the judgment of the Sellers Representative for the accomplishment of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. If for any reason The Person serving as the SellersSellers Representative may be replaced from time to time by the Sellers upon not less than ten days’ prior written notice to Purchaser. The Sellers Representative shall be unable to perform receive no compensation for its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representativeservices. 9.8.2. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ The Sellers Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of for any error in judgment or other act or omission performed done or omitted hereunder as the Sellers Representative while acting in good faith (and any act done or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled omitted pursuant to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, counsel shall be conclusive evidence of such good faith) and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s without gross negligence or willful misconduct. All The Sellers shall severally indemnify the Sellers Representative and hold the Sellers Representative harmless against any loss, liability or expense incurred without gross negligence, willful misconduct or bad faith on the part of the immunities Sellers Representative and powers granted arising out of or in connection with the acceptance or administration of the duties of the Sellers Representative hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Sellers Representative. If not paid directly to the Sellers Representative by the Sellers’ , such losses, liabilities or expenses may be recovered by the Sellers Representative from Escrow Fund otherwise distributable to the Sellers (and not distributed or distributable to an Indemnified Person or subject to a pending indemnification claim of an Indemnified Person) at the end of the Escrow Period (in case of Indemnity Escrow) or the Holdback Release Date (in case of Holdback) pursuant to the terms hereof, at the time of distribution, and such recovery will be made from the Sellers according to their respective pro rata share of the Purchase Price. 9.8.3. Any notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, the Sellers Representative that is within the scope of the Sellers Representative’s authority under this Agreement Section 9.8.1 shall survive constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Initial ClosingSellers and shall be final, binding and conclusive upon each such Sellers; and each Indemnified Person shall be entitled to rely upon any Subsequent Closing and/or any termination such notice, communication, decision, action, failure to act within a designated period of this Agreementtime, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Seller.

Sellers’ Representative. 25.1 The Sellers' Parties hereby grant [*] (a"Sellers' Representative") Each to be their representative and authorise them to make and receive any notice or communication under or in connection with this Agreement on behalf of any one or more of the Sellers hereby appoints ▇▇▇▇ Sellers' Parties. 25.2 The OGI Parties are entitled (but not obliged) to have regard only to notices or other communications issued on behalf or any one or more of the Sellers' Parties if they have been made by the Sellers' Representative and is entitled to assume that a notice or other communication made by the Sellers' Representative has been issued on behalf of all of the Sellers' Parties, unless otherwise expressly stated in that notice or other communication. Similarly, the OGI Parties are entitled (but not obliged) to send a notice or other communication to one or more of the Sellers' Parties by sending it to the Seller's Representative, indicating in such notice or other communication to which of the Sellers' Parties it is addressed. Service of a notice or other communication on the Sellers' Representative is deemed to constitute valid service of that notice or other communication on those of the Sellers' Parties to whom it is addressed ▇▇▇▇▇ Lovells 25.3 The Sellers' Representative shall be authorized, under release from any restrictions of multiple representation as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes far as legally possible, to exercise the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, ' Parties rights and fulfil the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf ' Parties obligations pursuant to this Agreement. If The authority of Sellers' Representatives does not comprise initiation of or receipt of service of process for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders legal proceedings of a majority in interest Sellers' Party arising out of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless . 25.4 The Sellers' Parties shall have the right to collectively replace the Sellers' Representative and appoint another Seller as the new Sellers' Representative by providing notice thereof to the Purchaser in Text Form. The replacement shall become effective upon receipt of such notice by the Sellers’ Representative’s gross negligence or willful misconductPurchaser, and (ii) the Sellers’ Representative OGI Parties shall thereafter be entitled to rely on the advice authority of counsel, public accountants or other independent experts experienced the newly appointed Sellers' Representative in the matter at issue, and any error same manner as set out in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSection 25.

Sellers’ Representative. (a) Each Equity Holder hereby designates Logistics Holding as the “Sellers’ Representative” to execute any and all instruments or other documents on behalf of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes such Equity Holder, and to do any and all other acts or things on behalf of representing his or its individual interests. Each of the Sellers hereby authorizes such Equity Holder, which the Sellers’ Representative may deem necessary or advisable, or which may be required pursuant to this Agreement, the Escrow Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby or thereby and the performance of all obligations hereunder or thereunder at or following the Closing, including, but not limited to, the exercise of the power to: (i) execute the Escrow Agreement on behalf of each Equity Holder, (ii) act for each Equity Holder with respect to any Purchase Price Adjustment, (iii) give and receive notices and communications to or from Buyer and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such Equity Holders individually), (iv) authorize the release or delivery to Buyer of all or a portion of the Escrow Amount or Holdback Amount in satisfaction of indemnification claims by Buyer or any other Buyer Indemnified Party pursuant to Article X (including by not objecting to such claims), (v) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, (A) indemnification claims by Buyer or any other Buyer Indemnified Party pursuant to Article X or (B) any dispute between any Buyer Indemnified Party and any such Equity Holder, in each case relating to this Agreement or the Escrow Agreement, and (vi) take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall have authority and power to act on his or its behalf of each Equity Holder with respect to the disposition, settlement or other handling of all matters claims under this Agreement and the Escrow Agreement and all rights or obligations arising under this Agreement requiring or contemplating and the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a SellerEscrow Agreement. Except as aforesaid, each Seller hereby agrees to The Equity Holders shall be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or documents executed by the Sellers’ Representative in connection with this Agreement and the Escrow Agreement, and Buyer and other Buyer Indemnified Parties shall not be liable in any manner whatsoever for entitled to rely on any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by decision of the Sellers’ Representative. Buyer The Sellers’ Representative shall be entitled to disregard any notices receive no compensation for its services. Notices or communications given to or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by from the Sellers’ RepresentativeRepresentative shall constitute notice to or from each Equity Holder. (b) In performing his duties under the functions specified in this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever be liable to any Seller by reason Equity Holder in the absence of any error in judgment gross negligence or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by willful misconduct on the part of the Sellers’ Representative. Each Equity Holder shall severally (based on each such Equity Holder’s Pro Rata Percentage), and not jointly, indemnify and hold harmless the Sellers’ Representative from and against any Loss incurred without gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely misconduct 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 part of the Sellers’ Representative pursuant to such advice shall and arising out of or in no event subject connection with the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence acceptance or willful misconductadministration of its duties hereunder. All of the immunities and powers granted If not paid directly to the Sellers’ Representative under this Agreement shall survive by the Initial ClosingEquity Holders, such Losses may be recovered by the Sellers’ Representative from the Escrow Amount or Holdback Amount otherwise distributable to the Equity Holders (and not distributed or distributable to any Subsequent Closing and/or Buyer Indemnified Party or subject to a pending indemnification claim of any termination Buyer Indemnified Party) following the expiration of this all Claims Periods and final resolution of all claims made prior to the expiration thereof pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and such recovery will be made from the Equity Holders according to their respective Pro Rata Percentage.

Sellers’ Representative. (a) Each For purposes of this Agreement and the Sellers Transaction Documents, the Selling Members hereby appoints designate ▇▇▇▇▇ ▇▇▇▇▇▇ to serve as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each sole and exclusive representative of the Selling Members (the “Sellers hereby authorizes Representative”) from and after the Sellers’ Representative to act on his or its behalf Closing Date with respect to all matters arising under those provisions of this Agreement requiring and the Transaction Documents that contemplate action by the Sellers Representative including the Escrow Agreement; provided, however, that if ▇▇▇▇▇ ▇▇▇▇▇▇ at any time is unable, due to incapacity or contemplating otherwise, to serve as Sellers Representative or resigns as Sellers Representative, then ▇▇▇▇ ▇▇▇▇▇▇▇▇ shall serve as successor Sellers Representative. Upon the possibility agreement of some at least two (2) of the three (3) Selling Members, the Selling Members may replace the Sellers Representative at any time upon thirty (30) days’ prior written notice to the Sellers Representative and Buyer. Each successor Sellers Representative, if required to serve, shall sign an acknowledgment in writing agreeing to perform and be sent bound by all of the provisions of this Agreement applicable to or fromthe Sellers Representative. Each successor Sellers Representative shall have all of the power, or some action authority, rights and privileges conferred by this Agreement upon the original Sellers Representative, and the term “Sellers Representative” as used herein shall be deemed to be taken by, the Sellers, including acting include any successor Sellers Representative. (b) The Sellers Representative is hereby constituted and appointed as the Sellers’ representative agent and attorney-in-fact for the purpose of settling and on behalf of the Selling Members. This power of attorney and all authority hereby conferred is granted and shall be irrevocable and shall not be terminated by any act of any the Selling Members, by operation of Law, whether by such Person’s death, disability, protective supervision, dissolution, reorganization or any other event. Without limiting the generality of the foregoing, the Sellers Representative has full power and authority, on behalf of each of the Selling Members and their respective successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by any of the Selling Members in connection herewith, including the Escrow Agreement, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the Transactions and any Transaction Document, (iii) receive service of process in connection with any claims made under this Agreement and any Transaction Document, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of claims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Sellers Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) authorize delivery to Buyer of the Escrow Amount or any portion thereof in satisfaction of claims brought by Buyer under Section 12.1(a)(i)for Losses, representing (vii) object to such deliveries, (viii) distribute the Escrow Amount and any earnings and proceeds thereon, and (ix) take all actions necessary or appropriate in the judgment of the Sellers Representative on behalf of the Selling Members in connection with this Agreement and any Transaction Document. (c) Service by the Sellers Representative shall be without compensation except for the reimbursement by the Selling Members of out-of-pocket expenses and indemnification proceedings specifically provided herein. (d) Neither the Sellers Representative nor any agent employed by the Sellers Representative shall be liable to any of the Selling Members relating to the performance of such Sellers Representative’s duties under Section 12.3this Agreement for any errors in judgment, approving any waivers negligence, oversight, breach of duty or amendments otherwise except to the extent it is finally determined in accordance with Section 13.6, but excluding a court of competent jurisdiction by clear and convincing evidence that the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices or not sent and actions not taken) taken by the Sellers’ Sellers Representative on his constituted actual fraud or its behalf were taken or not taken in bad faith. The Sellers Representative shall be indemnified and held harmless by the Selling Members against all losses, including costs of defense, paid or incurred in connection with any action, suit, proceeding or claim to which the Sellers Representative is made a party by reason of the fact that the Sellers Representative was acting as the Sellers Representative pursuant to this Agreement. If for any reason ; provided, however, that the Sellers’ Sellers Representative shall not be unable entitled to perform its duties indemnification hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint extent it is finally determined in a replacement Sellers’ Representative. court of competent jurisdiction by clear and convincing evidence that the actions taken or not taken by the Sellers Representative constituted actual fraud or were taken or not taken in bad faith. (e) Buyer shall be entitled to rely exclusively upon any communications or writings given or executed actions taken by the Sellers’ Sellers Representative as the duly authorized action of the Sellers Representative on behalf of each of the Selling Members with respect to any matters set forth in this Agreement and shall not be liable in any manner whatsoever for any action taken Transaction Document, without inquiry on the part of Buyer and regardless of whether such actions are later determined to have been unauthorized, fraudulent or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representativebad faith. (bf) In The Sellers Representative agrees to, and shall cause its Affiliates to: (i) treat and hold as confidential (and not disclose or provide access to any Person) all information relating to Intellectual Property, processes, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of Contracts, operations methods, product development techniques, Bookings and any underlying financial or sales records, and all other confidential or proprietary information with respect to the Products or the Business that the Sellers Representative may acquire in the course of performing his its duties under this AgreementSection 11.1, and (ii) in exercising or failing to exercise all the event that the Sellers Representative or any of the powers conferred upon the Sellers’ Representative hereunder or thereunderits Affiliates becomes legally compelled to disclose any such information, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason provide Buyer with prompt written notice of any error in judgment such requirement so that Buyer may seek a protective order or other act remedy or omission performed or omitted hereunder or waive compliance with this Section 11.1(f) and assist Buyer in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconducttherewith, and (iiiii) in the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants event that such protective order or other independent experts experienced in the matter at issueremedy is not obtained, or Buyer waives compliance with this Section 11.1(f), furnish only that portion of such confidential information that is legally required to be provided and any error in judgment or other act or omission of the Sellers’ Representative pursuant exercise its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such advice information; provided, however, that this sentence shall in no event subject the Sellers’ Representative to liability not apply to any Seller unless information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by the Sellers’ Representative’s gross negligence Sellers Representative or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementits Affiliates.

Sellers’ Representative. (a) Each By executing this Agreement, the approval of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for principal terms of this Agreement, and the purposes of representing his or its individual interests. Each consummation of the Sellers transactions contemplated by this Agreement or participating in the transactions contemplated by this Agreement and receiving the benefits thereof, including the right to receive the consideration payable in connection with the transactions contemplated by this Agreement, each Seller shall be deemed to have approved the designation of, and hereby designates the Sellers’ Representative as sole and exclusive agent, attorney-in-fact and representative and authorizes and directs the Sellers’ Representative to act (a) take any and all actions (including sending and receiving notices, executing and delivering any documents, incurring any costs and expenses on his behalf of Sellers and making any and all determinations) which may be required or its behalf with respect permitted pursuant to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the by Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreementexercise such other rights, power and in exercising authority as are authorized, delegated or failing granted to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject this Agreement or any other agreement between or among the Sellers’ Representative and Sellers, and (c) exercise such rights, power and authority as are incidental to liability the foregoing. Following the Closing, Buyer shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to this Agreement and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller unless by the Sellers’ Representative’s gross negligence , and on any other action taken or willful misconductpurported to be taken on behalf of any Seller by the Sellers’ Representative, as being fully binding upon such Person. All of Following the immunities and powers granted Closing, notices or communications to or from the Sellers’ Representative under this Agreement shall survive constitute notice to or from each Seller. Sellers shall not have the Initial Closingright to object, any Subsequent Closing and/or any termination of this Agreementdissent, protest or otherwise contest decisions and actions by the Sellers’ Representative absent fraud or intentional misconduct.

Sellers’ Representative. (a) Each of the Sellers hereby By executing and delivering this Agreement, each Seller irrevocably authorizes and appoints ▇▇▇▇▇ ▇▇▇▇▇ (the “Sellers’ Representative”) as Seller’s Representative hereunder for such Sellers’ representative and attorney-in-fact to act on behalf of such Seller with respect to this Agreement and the purposes of representing his Escrow Agreement and to take any and all actions and make any decisions required or its individual interests. Each of the Sellers hereby authorizes the permitted to be taken by Sellers’ Representative pursuant to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice Escrow Agreement. (b) Buyer shall be entitled to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance deal exclusively with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant all matters relating to this AgreementAgreement and shall be entitled to 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’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by Sellers’ Representative, as being fully binding upon such Person. If Notices or communications to or from Sellers’ Representative shall constitute notice to or from each of the Sellers. Any decision or action by Sellers’ Representative hereunder, including any agreement between Sellers’ Representative and Buyer relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Sellers and shall be final, binding and conclusive upon each such Person. No Seller shall have the right to object to, dissent from, protest or otherwise contest the same. The provisions of this Section, including the power of attorney granted hereby, are independent and severable, are irrevocable and coupled with an interest and shall not be terminated by any act of any one or any Seller, or by operation of Law. (c) The Sellers’ Representative may resign at any time, and may be removed for any reason or no reason by ▇▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”); provided, however, in no event shall Sellers’ Representative resign or be removed without ▇▇▇▇▇ having first appointed a new Sellers’ Representative who shall assume such duties immediately upon the resignation or removal of Sellers’ Representative. In the event of the resignation or removal of Sellers’ Representative, a new Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed appointed by the ▇▇▇▇▇. (d) All expenses incurred by Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the performance of its duties as Sellers’ Representative shall be entitled to rely on the advice of counselborne and paid exclusively by Sellers, 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconductindemnification rights against Buyer. All of the immunities indemnities, immunities, and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement. (e) Sellers’ Representative shall not be liable to any Seller for any act done or omitted hereunder as Sellers’ Representative while acting in good faith and in the exercise of reasonable judgment. Sellers shall indemnify Sellers’ Representative and hold Sellers’ Representative harmless against any Loss incurred by Sellers’ Representative without gross negligence or bad faith on the part of Sellers’ Representative and arising out of or in connection with the acceptance or administration of Sellers’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by Sellers’ Representative.

Sellers’ Representative. (a) Each Upon execution of the Sellers hereby appoints this Agreement by each Seller, such Seller shall be deemed to have irrevocably constituted and appointed John McCue as such Seller's ▇▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes attorney ("Sellers' Representative") in fact with full power of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative substitution to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by do any and all notices sent things and actions taken to act for such Seller at and after the Closing in connection with all matters relating to this Agreement and execute any and all documents which may be necessary, convenient or appropriate in his sole discretion to facilitate the consummation of the transactions contemplated by this Agreement, including, without limitation: (i) execution of documents and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf certificates pursuant to this Agreement. If for any reason ; (ii) receipt of payments under or pursuant to this Agreement and disbursement thereof to the Sellers’ Representative ; (iii) receipt and forwarding of notices and communications pursuant to this Agreement; (iv) prosecution, negotiation and settlement of any disputes, as contemplated and in the manner set forth herein; (v) engagement of attorneys, accountants and agents at the expense of the Sellers, (vi) execution and delivery of amendments to this Agreement, and (vii) waiver or modification of any provision of this Agreement. Each Sellers' appointment is coupled with an interest and all authority conferred hereby shall be unable to perform its duties hereunder as Sellers’ Representativeirrevocable, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in terminated by any manner whatsoever for any action taken act of such Seller or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by operation of law, whether by the Sellers’ Representativedeath or incapacity of such Seller or by the occurrence of any other event or events, including, without limiting the foregoing, the termination of any trust or estate for which such Seller is acting as a fiduciary or the dissolution or liquidation of any corporation or partnership. Buyer NetSol shall be entitled to disregard any notices or communications given or made by any Seller, fully protected in his or its individual capacity, which is contrary to a notice or communication given or made by dealing with the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ ' Representative under this Agreement shall survive and may rely upon the Initial Closing, any Subsequent Closing and/or any termination authority of the Sellers' Representative to act as the Sellers' agent under this Agreement. Any payments or deliveries (including without limitation notices required or permitted hereunder) by NetSol to the Sellers' Representative under this Agreement for the benefit of the Sellers, or any of them, shall be considered payments or deliveries made by NetSol to the Sellers.

Sellers’ Representative. (a) Each of In order to efficiently administer the transactions contemplated hereby, the Sellers hereby appoints desire to designate ▇▇▇▇▇▇▇▇▇▇▇ ▇. York, as their representative, (in such capacity, the “Sellers’ Representative”). By execution of this Agreement, ▇▇▇▇▇▇▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests▇. Each of the Sellers hereby authorizes the Sellers’ Representative York agrees to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing the event that ▇▇▇▇▇▇▇▇▇▇▇ ▇. York, or his duties substitute as the Sellers’ Representative, dies, becomes unable to perform his responsibilities hereunder or resigns from such position, then ▇▇▇ ▇▇▇▇▇▇, or such other individual as may be designated in writing within fifteen business days of such vacancy to fill such vacancy by the Sellers holding, immediately prior to the Closing, a majority of the outstanding Shares shall be the substituted representative, shall provide written notice of the Buyer of the same, and shall be deemed to be a Sellers’ Representative for all purposes of this Agreement and the documents delivered pursuant hereto. (c) By virtue of the execution of this Agreement each Seller hereby agrees that: (i) ▇▇▇▇▇▇▇▇▇▇▇ ▇. York is hereby designated as the Sellers’ Representative, and any substitute Sellers’ Representative shall be designated as set forth in Section 2.7(b); (ii) the Sellers hereby authorize the Sellers’ Representative, (A) to take all action necessary against Buyer in connection with breaches of obligations by Buyer under this Agreement, (B) to determine the Sellers to whom consideration from Buyer shall be distributed and in exercising the amount of consideration to be so distributed, (C) to give and receive all notices required to be given under this Agreement after the Closing Date, (D) to take any and all additional action as is contemplated to be taken by or failing to exercise all or any on behalf of the powers conferred upon Sellers after the Sellers’ Representative hereunder or thereunderClosing Date by the terms of this Agreement, and (iE) to take any further action which the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment consider necessary or other act or omission performed or omitted hereunder or desirable in connection with this AgreementAgreement and the transactions contemplated hereby, unless including, without limitation, the execution, delivery and performance of the Escrow Agreement or any closing certificates contemplated by this Agreement on behalf of the Sellers, hereby giving the Sellers’ Representative’s gross negligence Representative full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and about the foregoing as fully as such Seller might or willful misconductcould do if personally present, and has ratified and confirmed all that the Sellers’ Representative shall lawfully do or cause to be done by virtue thereof; (iiiii) all decisions, actions and instructions by the Sellers’ Representative shall be entitled binding upon all of the Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same; (iv) Buyer shall be able to rely conclusively on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, instructions and any error in judgment or other act or omission decisions of the Sellers’ Representative pursuant as to such advice shall in no event subject any other actions required or permitted to be taken by the Sellers’ Representative hereunder, and no party shall have any cause of action against Buyer to liability to the extent Buyer has relied upon the instructions or decisions of the Sellers’ Representative; (v) the provisions of this Section 2.7 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller unless may have in connection with the transactions contemplated by this Agreement; (vi) remedies available at law for any breach of the provisions of this Section 2.7 are inadequate; therefore, Buyer shall be entitled to seek temporary and permanent injunctive relief without the necessity of proving damages if Buyer brings an action to enforce the provisions of this Section 2.7; (vii) the provisions of this Section 2.7 shall be binding upon the executors, heirs, legal representatives, personal representatives, successor trustees and successors of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the Seller’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (viii) all reasonable, documented fees and expenses incurred by the Sellers’ Representative’s gross negligence or willful misconduct. All of Representative from and after the immunities and powers granted to Closing Date shall be paid by the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers Seller hereby appoints ▇▇▇▇ ▇▇▇▇▇ SWF Posse LLC as Seller’s Sellers’ Representative hereunder of such Seller to act as the agent and on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) delivery of representing his wire instructions of such Seller to Purchaser in connection with the payments hereunder or its individual interests. Each under any Ancillary Agreement to Sellers; (ii) review of the Sellers hereby authorizes Statement, the Contingent Consideration Statement, and the Brand Sale Consideration Statement; (iii) delivering any funds hereunder or under any Ancillary Agreement; (iv) determining whether the conditions to closing in Article VI have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Representative, in its sole discretion, determines that such waiver is appropriate; (v) taking any action that may be necessary or desirable, as determined by Sellers’ Representative to act on his in its sole discretion, in connection with the termination hereof in accordance with Article VII; (vi) taking any and all actions that may be necessary or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or fromdesirable, or some action to be taken by, the Sellers, including acting as the determined by Sellers’ representative for Representative in its sole discretion, in connection with the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments amendment hereof in accordance with Section 13.6, but excluding the settling 10.06; (vii) accepting notices on behalf of any claims made by Buyer under such Seller in accordance with Section 12.1(a)(ii10.03; (viii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by taking any and all notices sent and actions taken (and notices not sent and actions not taken) that may be necessary or desirable, as determined by the Sellers’ Representative on his in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to the Company or its behalf pursuant to this Agreement. If for any reason the such Seller in accordance with Section 5.06; (ix) executing and delivering, in Sellers’ Representative shall Representative’s capacity as the representative of such Seller, any and all notices, documents or certificates to be unable to perform its duties hereunder as executed by Sellers’ Representative, the holders on behalf of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any such Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless the Ancillary Agreements and the Transactions; (x) granting any consent or approval on behalf of such Seller under this Agreement, including any amendment, waiver or modification under this Agreement; (xi) allocating Seller Transaction Expenses in accordance with Section 1.03(d); (xii) (A) disputing or refraining from disputing, on behalf of such Seller, any claim made by Purchaser under this Agreement or any Ancillary Agreement, (B) negotiating and compromising, on behalf of such Seller, any dispute that may arise under, and exercise or refrain from exercising any remedies available under, this Agreement or any Ancillary Agreement, and (C) executing, on behalf of such Seller, any settlement agreement, release or other document with respect to such dispute or remedy; (xiii) engaging attorneys, accountants, agents or consultants on behalf of such Seller in connection with this Agreement Ancillary Agreement, and paying any fees related thereto; and (xiv) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement or any Ancillary Agreement to be performed by such Seller or by Sellers’ Representative on behalf of such Seller. As the representative of Sellers, Sellers’ Representative shall act as the agent for all Sellers and shall have authority to bind each Seller in accordance with this Agreement, and Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon 10 days’ prior written notice to Purchaser. (b) Each Seller hereby appoints Sellers’ Representative as such Seller’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in such Seller’s name, place and stead, in any and all capacities, in connection with the Transactions, granting unto said attorney-in-fact and agent full power and authority to make, execute or sign, acknowledge, deliver, record, file and/or publish any and all documents, agreements, instruments and certificates contemplated by this Agreement, the Ancillary Agreements and the Transactions and to do and perform each and every act and thing requisite and necessary to be done in connection with the sale of such Seller’s Membership Interests and the other Transactions as fully to all intents and purposes as such Seller might or could do in person. This special power of attorney is a special power of attorney coupled with an interest, is irrevocable, and shall survive the death or legal incapacity of such Seller. The undersigned hereby empowers Sellers’ Representative acting pursuant hereto to determine in its sole discretion the time when, purpose for and manner in which any power herein conferred upon it shall be exercised, and the conditions, provisions and covenants of any instruments or documents that may be executed by it pursuant hereto. (c) Neither Sellers’ Representative nor any agent employed by it shall incur any liability to any Seller relating to the performance of its duties under this Agreement for any error of judgment, or any action taken, suffered or omitted to be taken on behalf of Sellers (or any of them), except in the case of Sellers’ Representative’s gross negligence negligence, actual fraud or willful misconduct. Sellers’ Representative may consult with counsel of its own choice and shall have full and complete authorization and protection for any action taken or suffered by Sellers’ Representative hereunder in good faith and in accordance with the advice of such counsel. (d) Each Seller hereby irrevocably agrees, severally and not jointly, to indemnify, defend and hold Sellers’ Representative harmless from, and to bear such Seller’s Pro Rata Share of, any Loss, liability or expense, including reasonable attorneys’ fees and expenses, incurred by Sellers’ Representative without gross negligence or fraud on the part of Sellers’ Representative, in connection with the performance of its duties, or arising out of, or in connection with, any action or decision taken or made on behalf of any Seller by Sellers’ Representative within the scope of Sellers’ Representative’s duties under this Section 10.18, and to be bound by all actions taken by Sellers’ Representative in its capacity as such within the scope of Sellers’ Representative’s duties under this Section 10.18; provided, however, that only the Group A Sellers shall bear their respective Group A Pro Rata Share of any Accounting Firm fees or expenses incurred by Sellers’ Representative pursuant to Section 1.06(b)(iii) or Section 1.07(b)(iii). In no event will Sellers’ Representative be required to advance its own funds on behalf of Sellers or otherwise. Sellers acknowledge and agree that the foregoing indemnities will survive the resignation or disqualification of Sellers’ Representative or the termination of this Agreement. Upon the Closing, Purchaser will wire $250,000 (iithe “Sellers’ Representative Expense Fund”) to Sellers’ Representative, which will be used for the purposes of paying directly, or reimbursing Sellers’ Representative for, any third party expenses pursuant to this Agreement and any agreements ancillary hereto. Sellers will not receive any interest or earnings on the Sellers’ Representative Expense Fund and irrevocably transfer and assign to Sellers’ Representative any ownership right that they may otherwise have had in any such interest or earnings. Sellers’ Representative will not be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or fraud. Sellers’ Representative will hold these funds separate from its corporate funds, will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. Contemporaneous with or as soon as practicable following the completion of Sellers’ Representative’s duties, Sellers’ Representative will deliver the balance of the Expense Fund to Sellers in accordance with this Agreement. Sellers’ Representative may resign from its capacity as Sellers’ Representative at any time by no less than 10 days’ prior written notice delivered to Purchaser. Upon the disqualification or resignation of Sellers’ Representative, a successor Sellers’ Representative shall be entitled to rely on the advice of counselpromptly appointed (and in no event later than 15 days) by Sellers who, public accountants or other independent experts experienced in the matter at issuetogether, and any error in judgment or other act or omission constitute a majority of the aggregate Pro Rata Shares of Sellers who shall succeed Sellers’ Representative pursuant as “Sellers’ Representative” hereunder. (e) Each Seller hereby acknowledges and agrees that it shall have no right to enforce any provision of this Agreement or bring a claim hereunder directly, and all such advice shall in no event subject the rights of enforcement or claims may be brought solely by Sellers’ Representative to liability to (on behalf of any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSeller).

Sellers’ Representative. (a) Each Seller hereby irrevocably constitutes and appoints the Sellers Representative as such Seller’s attorney-in-fact and agent to do any and all things and to execute any and all documents or other papers, in such Seller’s name, place and stead, in any way which such Seller could do if personally present, in connection with this Agreement and the transactions contemplated hereby, including, without limitation, to make any and all decisions, to give any and all notices and instructions, to execute and deliver any and all instruments and to do any and all other things which the Transaction Documents require or permit either such Seller or the Sellers Representative to do, to amend, cancel or extend, or waive the terms of, this Agreement or any of the Transaction Documents or any other document or instrument, and take any and all other actions which, in the good faith judgment of the Sellers Representative, may be necessary or desirable to consummate the transactions contemplated hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for or thereby in any manner in which and to the purposes same extent that such Seller could do any of representing his the foregoing and all such decisions, notices, instruments, things and actions shall be conclusive and binding on such Seller and its successors, assigns and legal representatives whether or its individual interestsnot such Seller receives notice thereof or consents thereto. Each of the Sellers hereby authorizes the Sellers’ Representative other parties to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer other Persons shall be entitled to rely exclusively rely, as being binding upon such Seller, upon any communications document or writings given or executed other paper believed by it to be genuine and to have been signed by the Sellers’ Sellers Representative of such Seller, and shall not be liable in any manner whatsoever to such Seller for any action taken or omitted to be taken by it in such reliance. This power of attorney is coupled with an interest and, to the fullest extent permitted by applicable law, shall not taken in reliance upon the actions taken or not taken or communications or writings given or executed be affected by the Sellers’ Representativesubsequent dissolution or other inability to act of any Seller granting the same. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties The power of attorney granted under this Agreement, section 6.12 shall continue in full force until all rights and in exercising or failing to exercise all or any obligations of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative Sellers under this Agreement shall survive the Initial Closinghave terminated, any Subsequent Closing and/or any termination of this Agreementexpired or been fully performed.

Sellers’ Representative. (a) Each In order to efficiently administer the activities of the parties under this Agreement and the other Documents on and after the Closing Date, the Sellers hereby designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as their representative (the “Sellers’ Representative”) and hereby authorize the Sellers’ Representative (i) to make all decisions relating to the preparation of the Closing Date Balance Sheet and the determination of the Closing Date Working Capital, the Actual 2008 Revenues and any adjustment to the Purchase Price (including the resolution of all disputed matters in accordance with Sections 2.5 and 2.6); (ii) to take all actions necessary in connection with the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Purchaser pursuant to Article VII hereof; (iii) to give and receive all notices required to be given under this Agreement and under any other Documents (as defined below); (iv) to object to, or authorize delivery to the Purchaser of the Escrow Shares in satisfaction of Claims by the Purchaser, to negotiate and enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such Claims, and (v) to take any and all additional actions as is necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing or as contemplated to be taken by or on behalf of the Sellers hereby appoints by the terms of this Agreement and any other Documents. (b) No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall receive no compensation for his or her services. Notices or communications to or from the Sellers’ Representative for all purposes under this Agreement or in any other Document shall constitute notice to or from each of the Sellers. In the event that the Sellers’ Representative dies, becomes unable to perform his or her responsibilities hereunder or resigns from such position, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes shall be deemed to be the Sellers’ Representative to act on his or its behalf with respect to all matters arising under for purposes of this Agreement requiring or contemplating the possibility and any other Documents. (c) By their execution of some notice to be sent to or from, or some action to be taken bythis Agreement, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(iiacknowledge and agree that: (i) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent decisions and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon including, without limitation, any communications or writings given or executed by agreement between the Sellers’ Representative and the Purchaser relating to the preparation of the Closing Date Balance Sheet and the determination of the Closing Date Working Capital, the Post-Closing Revenue Report and/or the Adjusted Purchase Price, or the defense or settlement of any claims for which the Sellers may be required to indemnify the Purchaser pursuant to Article VII hereof, shall not be liable in any manner whatsoever for any action taken or not taken in reliance binding upon the actions taken or not taken or communications or writings given or executed by all of the Sellers’ Representative. Buyer ; no Seller shall be entitled have (A) the right to disregard object, dissent, protest or otherwise contest the same or (B) any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any cause of the powers conferred upon action against the Sellers’ Representative hereunder for any action taken, decision made or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller instruction given by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive while acting in good faith, except for fraud or willful breach of this Agreement by the Initial ClosingSellers’ Representative; and each Seller hereby agrees to indemnify the Sellers’ Representative with respect to all decisions and actions by the Sellers’ Representative made in good faith, any Subsequent Closing and/or any termination except for fraud or willful breach of this Agreement; (ii) the Purchaser shall be able to rely conclusively on the instructions and decisions of the Sellers’ Representative as to the preparation of the Closing Date Balance Sheet and the determination of the Closing Date Working Capital, the Post-Closing Revenue Report and/or any adjustment to the Purchase Price, or the settlement of any claims for indemnification by the Purchaser pursuant to Article VII hereof or any other actions taken by the Sellers’ Representative hereunder, and no Seller shall have any cause of action against the Purchaser for any action taken by the Purchaser in reliance upon the instructions or decisions of the Sellers’ Representative; (iii) the provisions of this Section 2.7 are independent and severable, irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; (iv) since remedies available at law for any breach of the provisions of this Section 2.7 are inadequate, the Purchaser and the Company shall be entitled to temporary and permanent injunctive relief without the necessity of proving damages if either the Purchaser or Company brings an action to enforce the provisions of this Section 2.7; and (v) the provisions of this Section 2.7 shall be binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to Seller’s rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ J. ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from▇▇▇▇▇▇▇, or some action to be taken by, the Sellers, including acting as the Sellers’ representative Representative, shall be constituted and appointed as agent for the purpose and on behalf of settling each Shareholder to give and receive notices and communications, to agree to, negotiate and enter into, on behalf of the Sellers any claims made by Buyer Shareholders, amendments, consents and waivers under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf this Agreement pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable terms set forth herein, to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest make and receive payments on behalf of the Interests owned immediately prior Shareholders pursuant to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled terms set forth herein, to rely exclusively upon any communications or writings given or executed take such other actions as authorized by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising to take all actions necessary or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced appropriate in the matter at issue, and any error in judgment or other act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject for the accomplishment of the foregoing. If at any time the Sellers’ Representative resigns, dies or becomes incapable of acting, the Shareholders shall choose another person to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to act as the Sellers’ Representative under this Agreement. The Selling Party Indemnitees may not make a claim for indemnity against either Merger Sub or Parent pursuant to this Agreement except through the Sellers’ Representative. Once the Sellers’ Representative has initiated such a claim for indemnity, the Sellers’ Representative may enforce, prosecute and settle such claim without further directions from the Selling Party Indemnitees, and all acts and decisions of the Sellers’ Representative in connection with such matter shall be binding on all the Selling Party Indemnitees. No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall receive no compensation for services provided hereunder. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each Shareholder. (b) The Sellers’ Representative will be entitled to engage such counsel, experts and other agents as the Sellers’ Representative deems necessary or proper in connection with performing the Sellers’ Representative’s obligations hereunder, and will be promptly reimbursed by the Shareholders for all reasonable expenses, disbursements and advances incurred by the Sellers’ Representative in such capacity upon demand. Each Shareholder shall indemnify and hold harmless the Sellers’ Representative pro rata based upon such Shareholder’s pro rata share of the equity interests in Del Monte as of the Closing Date, from any and all Losses that are incurred by the Sellers’ Representative as a result of actions taken, or actions not taken, by the Sellers’ Representative herein, except to the extent that such Losses arise from the gross negligence or willful misconduct of the Sellers’ Representative. The Sellers’ Representative shall not be liable to the Shareholders for any act done or omitted hereunder as the Sellers’ Representative, excluding acts which constitute gross negligence or willful misconduct. (c) A decision, act, consent or instruction of the Sellers’ Representative in respect of any action under this Agreement shall survive constitute a decision of all of the Initial ClosingShareholders and shall be final, binding and conclusive upon each such Shareholder and Merger Sub and Parent may rely upon any Subsequent Closing and/or decision, act, consent or instruction of the Sellers’ Representative hereunder as being the decision, act, consent or instruction of each and every such Shareholder. Each of Merger Sub and Parent is hereby relieved from any termination Liability to any Person (including any Shareholder) for any acts done by Merger Sub or Parent in accordance with such decision, act, consent or instruction of this Agreementthe Sellers’ Representative.

Sellers’ Representative. (a) Each of the Sellers hereby appoints Parties agrees and acknowledges that ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ (and any successor appointed to act on his behalf in accordance with Section 10.11(c)) is hereby appointed, authorized and empowered to act as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each sole and exclusive representative of the Sellers hereby authorizes (the “Sellers’ Representative”), and as each Seller’s true and lawful attorney and agent, with full power of substitution, to do in the name of and on behalf of such Seller anything that such Seller may lawfully do in connection with the matters contemplated by this Agreement and the Ancillary Agreements (other than in respect of a breach or alleged breach of any Individual Representations and/or individual covenants of such Seller), and the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the has duly accepted such appointment. The Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to that they shall be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) on their behalf by the Sellers’ Representative on his or its behalf pursuant to this AgreementRepresentative. If for any reason In furtherance of the foregoing, the Sellers’ Representative shall be unable is hereby authorized and empowered to perform its duties hereunder as bind each of the Sellers to the terms and conditions of the Escrow Agreement, and the Sellers hereby agree that, upon execution of the execution of the Escrow Agreement by the Sellers’ Representative, the holders of a majority in interest each of the Interests owned immediately prior to Sellers shall be bound by the Initial Closing shall appoint a replacement Sellers’ Representative. terms and conditions contained therein. (b) The Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative in respect of any matter described herein for which the Sellers’ Representative is authorized to act on behalf of the Sellers and the Buyer (and, where applicable, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇) 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 or writings given or executed by the Sellers’ Representative. The Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication Seller unless given or made by through the Sellers’ Representative; provided, however, that the Buyer shall promptly forward a copy thereof to the Sellers’ Representative. (bc) In performing his duties under this Agreement, and in exercising or failing to exercise all or any the event of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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 death of the Sellers’ Representative pursuant or his inability or unwillingness to such advice perform his functions hereunder, the Sellers shall jointly inform the Buyer in no event subject the writing of a substitute representative. The Sellers’ Representative may be removed and replaced by the Sellers jointly by notice in writing to liability to any Seller unless by the Buyer and the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers hereby Seller constitutes and appoints ▇Henrik Andreas ▇▇▇ ▇▇▇▇▇▇▇▇ as its representative (the “Sellers’ Representative”) and its true and lawful attorney in fact, with full power and authority in its name and on its behalf: (i) to act on such Seller’s Representative hereunder for behalf in the purposes absolute discretion of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement requiring and any waiver of any claim or contemplating right arising out of this Agreement; and (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other instruments contemplated by or deemed advisable to effectuate the possibility provisions of some notice this Section 12.05. This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Seller or by operation of law, whether by the death or incapacity of any Seller or by the occurrence of any other event. Each Seller hereby consents to be sent to the taking of any and all actions and the making of any decisions required or from, or some action permitted to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims or made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this AgreementSection 12.05. If for any reason the Each Seller agrees that Sellers’ Representative shall be unable have no obligation or liability to perform its duties hereunder as any Person for any action taken or omitted by Sellers’ RepresentativeRepresentative in good faith, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing and each Seller shall appoint a replacement indemnify and hold harmless Sellers’ Representative. Representative from, and shall pay to Sellers’ Representative the amount of, or reimburse Sellers’ Representative for, any Loss that Sellers’ Representative may suffer, sustain, or become subject to as a result of any such action or omission by Sellers’ Representative under this Agreement. (b) Buyer shall be entitled to rely exclusively upon any communications document or writings given or executed other paper delivered by the Sellers’ Representative as being authorized by Sellers, and Buyer shall not be liable in to any manner whatsoever Seller for any action taken or not omitted to be taken by Buyer based on such reliance. (c) Until all obligations under this Agreement shall have been discharged (including all indemnification obligations under Article XI), Sellers who, immediately prior to the Closing, are entitled in reliance the aggregate to receive more than 50% of the Purchase Price, may, from time to time upon notice to Buyer, appoint a new Sellers’ Representative upon the actions taken death, incapacity, or not taken or communications or writings given or executed by the resignation of Sellers’ Representative. Buyer shall be entitled to disregard any notices If, after the death, incapacity, or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the resignation of Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the a successor Sellers’ Representative shall not assume anyhave been appointed by Sellers within 15 Business Days after a request by Buyer, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Buyer may appoint a Sellers’ Representative shall be entitled from among the Sellers to rely on the advice fill any vacancy so created by notice 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 such appointment to Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) 17.1 Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for and authorises the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ First Representative and 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 or writings given or executed by Second Representative (acting jointly) (the Sellers’ Representative. Buyer shall be entitled ) to disregard any notices or communications given or made by any Seller, act in his name and on his behalf in relation to all matters which this agreement provides to be agreed, approved, received or its individual capacitydone by the Sellers (or any of them), which is contrary to a notice or communication given or including settling any claim made by the Sellers’ Representative. Purchaser against more than one Seller under this agreement and executing the Escrow Agreement provided that (a) the foregoing appointment shall not apply in respect of any Personal Matter affecting any Seller and (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume anyhave authority to vary any provision of clauses 9, and shall incur no10, responsibility whatsoever 13 or 14 in a manner that is prejudicial to any Seller by reason individual Seller. 17.2 For the purposes of this clause 17, a Personal Matter shall mean: (a) in respect of each Seller, any error in judgment Warranty Claim made against one or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by more such Sellers but fewer than all the Sellers; (b) in respect of each Seller, the variation of the directors’ Representative’s gross negligence and officers’ insurance provisions insofar as it affects that Seller or, in the case of Accel and Index, insofar as it affects the Investor Directors pursuant to subclause 14.3; (c) in respect of each Seller, the variation of the protective covenant provisions insofar as it relates to that Seller pursuant to subclause 13.8, or willful misconductany claim against that Seller under that subclause; and (d) the variation of the waiver of rights insofar as it relates to a Seller pursuant to subclause 15.2(b). 17.3 If, and (ii) with respect to any Seller, a Personal Matter arises, then the Purchaser shall deal with that Seller rather than the Sellers’ Representative with respect of such matter. 17.4 Subject to clause 17.2, unless and until notified to the contrary in writing: (a) in the case of the First Representative, by the First Representative; or (b) in the case of the Second Representative, by the Second Representative, the Purchaser shall be entitled to rely 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 authority of the Sellers’ Representative pursuant (including any replacement thereof) to such advice shall bind each Seller in no event subject relation to all matters which this agreement provides to be agreed, approved, received or done by the Sellers’ Representative or the Sellers (or any of them (except as expressly provided to liability the contrary in this agreement)) without further enquiry. Any notice or document required to any Seller unless by be served under this agreement on the Sellers’ Representative’s gross negligence or willful misconduct. All of Sellers shall be deemed to have been served on all the immunities and powers granted to Sellers if served on the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementunless such document or notice relates to a Personal Matter whereupon that notice or document must be served on that Seller.

Sellers’ Representative. (a) Each of the Sellers irrevocably hereby constitutes and appoints ▇▇▇▇ Sellers’ Representative as its, his or her true and lawful attorney-in-fact, agent and representative, with full power of substitution and re-substitution, for it, him or her and in its, his or her name, place and ▇▇▇▇▇ as Seller’s Representative hereunder ▇, in any and all capacities, to negotiate and sign all amendments to this Agreement, and all other documents in connection with the transactions contemplated hereby, including without limitation those instruments called for the purposes of representing his by this Agreement and all waivers, consents, instructions, authorizations and other actions called for, contemplated or its individual interests. Each that may otherwise be necessary or appropriate in connection with this Agreement or any of the Sellers hereby authorizes foregoing agreements or instruments, granting unto the Sellers’ Representative Representative, full power and authority to do and perform each and every act on his and thing requisite and necessary to be done, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that the Sellers’ Representative, or its behalf substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and authority to deliver and convey his, her or its Purchased Units or North Star Units, as applicable, in accordance with the terms hereof, to receive and give receipt for all consideration due him, her or it pursuant to this Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to agree to, negotiate, enter into and provide amendments, supplements and waivers, to receive all matters arising notices, requests and demands that may be made under this Agreement requiring or contemplating the possibility and in respect of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If The Sellers’ Representative shall receive no compensation for any reason its services. Notices or communications to or from the Sellers’ Representative shall be unable constitute notice to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest or from each of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by Should the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken unable or not taken in reliance upon the actions taken unwilling to serve or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Sellerappoint his, in his her or its individual capacitysuccessor to serve in his, which is contrary her or its stead, the Sellers may appoint a successor to a notice serve in his, her or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the its stead. The Sellers’ Representative shall be entitled to rely on the rely, and shall be fully protected in relying, upon (i) any statements or other information furnished to it by any Seller, (ii) any statements, other information or advice of furnished to it by any advisor or counsel, public accountants and (iii) any other evidence reasonably deemed by the Sellers’ Representative, in its sole discretion, to be reliable. The Sellers’ Representative shall be entitled to retain counsel and other advisors (including accountants) and to incur such expenses as the Sellers’ Representative deems to be necessary or other independent experts experienced appropriate in the matter at issueconnection with its performance of its obligations under this Agreement, and any error in judgment all such fees and expenses incurred by the Sellers’ Representatives shall be paid by the Sellers pro rata. The provisions of this Section 12.21(a) shall survive the termination of this Agreement. (b) A decision, act, consent or other act or omission instruction of the Sellers’ Representative pursuant to such advice shall in no event subject constitute a decision of all of the Sellers and shall be final, binding and conclusive upon each and every Seller, and Buyer may rely upon any decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller. (c) The Sellers’ Representative executes a counterpart to liability this Agreement to any Seller unless by agree to the terms of this Agreement applicable to the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each In order to administer efficiently the obligations and requirements of Sellers under this Agreement, the Sellers hereby appoints designate Robert H. Edgar as their representative (the "Sellers Representativ▇"). (▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of ) The Sellers hereby authorize the Sellers hereby authorizes Representative upon the receipt of written instructions of Requisite Sellers’ Representative : (i) to act on his take all action necessary in connection with the defense and/or settlement of any claims for which the Sellers may be required to indemnify Purchasing Parties pursuant to Section 9.2 hereof, (ii) to give and receive all notices required to be given and take all action required or its behalf with respect permitted to all matters arising be taken under this Agreement requiring or contemplating and any related agreement contemplated hereby to which all the possibility of some notice Sellers are parties, and (iii) to be sent to or from, or some take any and all additional action as is contemplated to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling by or on behalf of the Sellers by the terms of this Agreement and any claims made by Buyer under Section 12.1(a)(i), representing related agreement. (c) Upon receiving notice of the death or incapacity of the Sellers Representative, the Sellers (who shall be deemed to include any successor in interest to any indemnification proceedings under Section 12.3Seller) shall by a vote of the Requisite Sellers (based on their percentage interest in the Purchase Price if there were a Closing as set forth in Schedule A) appoint a successor to fill the vacancy. The Sellers may by a vote of the Requisite Sellers remove the Sellers Representative with or without cause and appoint a successor, approving provided that notice thereof is given by the new Sellers Representative to each of the other parties hereto. The Sellers Representative may resign (other than by death or incompetency) if, and only if, he is simultaneously replaced with a substitute Sellers Representative. (d) By their execution of this Agreement, the Sellers agree that: (i) Notwithstanding any waivers or amendments in accordance with Section 13.6other provision herein to the contrary, but excluding the settling Purchasing Parties shall be able to rely conclusively on the instructions and decisions of the Sellers Representative as to the settlement of any claims made for indemnification by Buyer under Purchasing Parties pursuant to Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees 9.2 hereof or any other actions required to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Sellers Representative on his hereunder, and no party hereunder shall have any cause of action against Purchasing Parties for any action taken by Purchasing Parties in reliance upon the instructions or its behalf decisions of the Sellers Representative; (ii) All actions, decisions and instructions of the Sellers Representative, including the defense or settlement of any claims for which the Sellers may be required to indemnify Purchasing Parties pursuant to Section 9.2 hereof, shall be conclusive and binding upon all of the Sellers, and no Seller shall have any right to object, dissent, protest or otherwise contest the same or have any cause of action against the Sellers Representative for any action taken, decision made or instruction given by the Sellers Representative under this Agreement. If , except for willful misconduct (which shall include fraud), gross negligence or breach by the Sellers Representative of his obligations as such Sellers Representative; (iii) The provisions of this Section 1.8 are independent and severable, are irrevocable and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the transactions contemplated by this Agreement; (iv) Remedies available at law for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest breach of the Interests owned immediately prior to provisions of this Section 1.8 are inadequate; therefore, Purchasing Parties and the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Sellers Representative shall be entitled to rely exclusively temporary and permanent injunctive relief without the necessity of proving damages if either Purchasing Parties or the Sellers Representative brings an action to enforce the provisions of this Section 1.8; and (v) The provisions of this Section 1.8 shall be binding upon the executors, heirs, legal representatives, successors and assigns of each Seller, and any communications references in this Agreement to a Seller or writings given the Sellers shall mean and include the successors to the Sellers' rights hereunder, whether pursuant to assignment, testamentary disposition, the laws of descent, and distribution or executed otherwise. (e) All fees and expenses incurred by the Sellers Representative in connection with this Agreement shall be paid by the Sellers in proportion to their respective percentage allocations for Common Stock specified in Schedule A as if there were a Closing. (f) In acting as the representative of the Sellers’ , the Sellers Representative may rely upon, and shall not be liable to any Seller (or such Seller's successor in interest) for acting or refraining from acting upon, an opinion of counsel, certificate of auditors or other certificate, statement, instrument, opinion, report, notice, request, consent, order, arbitrator's award, appraisal, bond or other paper or document reasonably believed by him to be genuine and to have been signed or presented by the proper party or parties. The Sellers Representative shall incur no liability to any manner whatsoever for Seller (or such Seller successor in interest) with respect to any action taken or not taken suffered by him in his capacity as Sellers Representative in reliance upon any note, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for other action or inaction except his own willful misconduct or gross negligence and the actions taken or not taken or communications or writings given or executed Shareholders' Representative shall be indemnified and held harmless by the Sellers’ Representative. Buyer shall be entitled to disregard Sellers of Common Stock from all losses, costs and expenses, including reasonable attorney's fees, which the Sellers Representative may incur as a result of involvement in any notices or communications given or made by any Seller, in legal proceedings arising from the performance of his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing her duties hereunder. The Sellers Representative may perform his duties under this Agreement, as Sellers Representative either directly or by or through his agents or attorneys and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Sellers Representative shall not assume any, and shall incur no, responsibility whatsoever be responsible to the other Sellers for any Seller by reason misconduct or negligence on the part of any error in judgment agent or other act or omission performed or omitted hereunder or in connection attorney appointed with this Agreement, unless reasonable care by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementhim hereunder.

Sellers’ Representative. By the execution and delivery of this Agreement, each member (a“Member”) Each of the Sellers hereby irrevocably constitutes and appoints ▇▇▇▇ ▇▇▇▇▇ ▇▇, as Seller’s the true and lawful agent and attorney-in-fact (the “Member Representative”) of such Member with full powers of substitution to act in the name, place and stead of such Member with respect to the performance on behalf of such Member under terms and provisions of this Agreement,, the Escrow Agreement and the related documents (the “Member Documents”), as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Member Representative hereunder shall deem necessary or appropriate in connection with any of the transactions contemplated under this Member Documents, including, without limitation, the power to: (a) act for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf Members with respect to all matters arising under this Agreement requiring or contemplating referred to in the possibility of some notice to be sent to or from, or some action to be taken by, the SellersMember Documents, including acting as all adjustments to the Sellers’ representative for Purchase Price and all indemnification matters set forth herein and the purpose of settling right to compromise or settle any such claims on behalf of the Sellers Members; (b) amend or waive any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest provision of the Interests owned immediately prior Member Documents (including any condition to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable Closing) in any manner whatsoever which does not differentiate among the Members; (c) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Member Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Member Representative and rely on their advice and counsel; (d) incur any expenses, liquidate and withhold assets received on behalf of the Members prior to their distribution to the Members to the extent of any amount which the Member Representative deems necessary for payment of or as a reserve against expenses, and pay such expenses or deposit the same in an interest-bearing bank account established for such purpose; (e) receive all notices, communications and deliveries hereunder on behalf of the Members under the Member Documents; and (f) do or refrain from doing any action taken further act or not taken in reliance upon deed on behalf of the actions taken Members which the Member Representative deems necessary or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Sellerappropriate, in his or its individual capacityher sole discretion, which is contrary relating to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, subject matter of the Member Documents as fully and in exercising or failing to exercise all or completely as any of the powers conferred Members could do if personally present and acting and as though any reference to the Members in the Member Documents were a reference to the Member Representative. The appointment of the Member Representative shall be deemed coupled with an interest and shall be irrevocable, and any other person may conclusively and absolutely rely, without inquiry, upon any actions of the Sellers’ Member Representative hereunder as the acts of the Members in all matters referred to in the Member Documents. Each Member hereby ratifies and confirms all that the Member Representative shall do or thereundercause to be done by virtue of such Member Representative’s appointment as Member Representative of such Member. The Member Representative shall act for the Members on all of the matters set forth in the Members Documents in the manner the Member Representative believes to be in the best interest of the Members, (i) but the Sellers’ Member Representative shall not assume any, and shall incur no, responsibility whatsoever be responsible to any Seller Member for any loss or damage any Members may suffer by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless the performance by the Sellers’ Member Representative of such Member Representative’s gross negligence duties under the Member Documents. Member Representative’s obligations hereunder are subject to each of the Written Consent of the Meeting of the Members of Zonecare, dated as of the Effective Date and which indemnification terms are incorporated herein by reference. Each of the Members hereby expressly acknowledges and agrees that the Member Representative is authorized to act on behalf of such Members notwithstanding any dispute or willful misconductdisagreement among the Members, and (ii) the Sellers’ Representative that any person shall be entitled to rely on any and all action taken by the advice of counselMember Representative under the Member Documents without liability to, public accountants or other independent experts experienced in the matter at issueobligation to inquire of, and any error in judgment or other act or omission of the SellersMembers. If the Member Representative resigns or ceases to function in such capacity for any reason whatsoever, then the successor Member Representative shall be the person which the Members appoint; provided, however, that if for any reason no successor has been appointed within thirty (30) days, then any Member shall have the right to petition a court of competent jurisdiction for appointment of a successor Member Representative. The Members do hereby agree to jointly and severally indemnify and hold the Member Representative harmless from and against any and all liability, loss, cost, action, cause of action, damage, suits, debts, dues, sums of money, account reckonings, bills, covenants, contracts and agreements whatsoever in law or equity, or expense (including, without limitation, attorneys’ Representative pursuant to fees and costs) incurred or suffered as a result of the performance of such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Member Representative’s gross negligence or willful misconductduties under the Member Documents. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.[Signatures Begin on Next Page]

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ is hereby unconditionally, irrevocably and exclusively appointed as Seller’s Representative hereunder the representative of the Sellers for the purposes of representing his any consent, notice, action or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice step to be sent to given, conducted or fromtaken hereunder for which this Letter expressly provides that such consent, notice, action or some action step is to be given, conducted or taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer In all cases where this Letter so refers to a consent, notice, action or step to be given, conducted or taken by the Sellers’ Representative, ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall be the sole Person entitled to disregard any notices or communications given or made act in the name and for the account (“au nom et pour le compte”) of all Sellers, in the capacity of the Sellers’ joint representative (“mandataire commun”) in accordance with article 1984 et seq. of the French Civil Code. The Sellers shall be bound by any decision and act of the Sellers’ Representative made in accordance with this Letter. The Sellers’ Representative shall -16- be appointed for the term of this Letter and shall not be revoked by the Sellers during such term. ▇▇. ▇▇▇▇▇▇▇▇▇▇ hereby accepts and undertakes to act as Sellers’ Representative for the term of this Letter. The Offeror and the Purchaser shall not be bound or deemed to be bound by any separate agreement or arrangement between the Sellers to which the Offeror and the Purchaser are not a party. (b) Notwithstanding anything to the contrary in this Letter, should ▇▇. ▇▇▇▇▇▇▇▇▇▇, hereby appointed, be unable to perform his duties in acting as the Sellers’ Representative, for any reason whatsoever, Mr. ▇▇▇▇▇▇▇ will replace him as Sellers’ Representative. In such case, Mr. ▇▇▇▇▇▇▇ must notify to each Seller, in his or its individual capacity, which to the Offeror and to the Purchaser that he is contrary to a notice or communication given or made by henceforth acting as the Sellers’ Representative. (bc) In performing Should Mr. ▇▇▇▇▇▇▇ be unable to perform his duties under this Agreementto act as the Sellers’ Representative, and in exercising or failing to exercise all or for any of the powers conferred upon reason whatsoever, the Sellers’ Representative hereunder or thereunder, (i) will be appointed among the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless Sellers by the Sellers. If the Sellers do not reach an agreement within ten (10) days of the date Mr. ▇▇▇▇▇▇▇ has ceased to perform his duties as Sellers’ Representative’s gross negligence or willful misconduct, and (ii) then the Sellers’ Representative shall be entitled to rely on appointed among the advice of counsel, public accountants or other independent experts experienced in Sellers by the matter at issue, and any error in judgment or other act or omission President of the Sellers’ Representative pursuant to Commercial Court of Paris ruling in summary form (statuant en référé), such advice shall ruling being unchallengeable in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementappeal.

Sellers’ Representative. (a) Each Effective upon the execution of this Agreement and without the further act of any Person, DN Partners, LLC shall be irrevocably appointed as agent and attorney-in-fact (the “Sellers’ Representative”) for each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes with full power of representing substitution and full power and authority to represent each such Seller and his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf successors with respect to all matters arising under this Agreement requiring or contemplating Agreement. Without limiting the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf generality of the Sellers any claims made by Buyer under Section 12.1(a)(i)foregoing, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative shall have full power and authority, on his behalf of each Seller and his, her or its behalf pursuant successors, to interpret all the terms and provisions of this Agreement, to dispute or fail to dispute any claim, to assert claims, to negotiate and compromise any dispute which may arise under this Agreement, to sign documents with respect to any such dispute and to authorize delivery of any payments to be made with respect thereto. If for any reason DN Partners, LLC is unable to serve as the Sellers’ Representative shall or while serving as the Sellers’ Representative resigns as or otherwise ceases to be unable to perform its duties hereunder as the Sellers’ Representative, the holders Sellers, by vote of a majority in interest of the Interests owned immediately prior to percentages set forth on the Initial Closing Allocation Schedule, shall appoint another Seller as a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the substitute Sellers’ Representative. (b) The Sellers’ Representative shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Person, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the Sellers’ Representative shall be read into this Agreement or otherwise be imposed on the Sellers’ Representative. In performing his or her functions and duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereundershall act solely as the agent for the Sellers, (i) and the Sellers’ Representative shall not assume anynor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any other Person. All actions, decisions and shall incur no, responsibility whatsoever to any Seller by reason instructions of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled conclusive and binding upon all of the Sellers as if expressly signed and ratified by him, her or it, and the Sellers’ Representative shall not be liable to rely any of the Sellers or to Buyer for any act done or omitted hereunder as the Sellers’ Representative except for any loss resulting from fraud or willful misconduct 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 part of the Sellers’ Representative pursuant and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder. (c) Buyer shall be entitled to such advice shall in no event subject deal exclusively with the Sellers’ Representative on all matters relating to liability this Agreement, and any and all claims and notices of Sellers shall be asserted through the Sellers’ Representative. Buyer and its Affiliates (including, after the Closing, the Company) shall be entitled to rely conclusively, and shall be fully protected in relying conclusively (without further evidence or independent investigation of any Seller unless kind whatsoever), on the power and authority of the Sellers’ Representative and on any document executed or purported to be executed on behalf of any of the Sellers by the Sellers’ Representative’s gross negligence , and on any other action taken or willful misconduct. All purported to be taken on behalf of any of the immunities and powers granted to Sellers by the Sellers’ Representative under this Agreement shall survive Representative, as fully binding upon such Sellers. (d) Buyer and its Affiliates (including, after the Initial Closing, the Company) shall have no liability to any Subsequent Closing and/or of the Sellers for any termination acts or omissions of this Agreementthe Sellers’ Representative, or any acts or omissions taken or not taken by any Persons at the direction of the Sellers’ Representative.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ The Person designated as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for Schedule 12.11 (and any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of successor approved by a majority in interest of the Interests owned immediately prior to Sellers, the Initial Closing shall appoint a replacement “Sellers’ Representative. Buyer shall be entitled ”) is hereby appointed, authorized and empowered to rely exclusively upon any communications act as a representative for all Sellers as the exclusive agent and attorney-in-fact to act on behalf of each Seller in connection with and to facilitate the consummation of the Transaction, and, without limiting the generality or writings given effect of the foregoing, will have the power and authority: (i) to execute and deliver such amendments, waivers and consents in connection with this Agreement, in each case as the Sellers’ Representative, in its sole discretion, may deem necessary or executed by desirable; (ii) as Sellers’ Representative, to enforce the rights of all Sellers and to enforce the rights of the Sellers’ Representative and shall not be liable arising out of or under or in any manner whatsoever relating to this Agreement, and to take any and all actions which the Sellers’ Representative believes are necessary or appropriate under this Agreement for and on behalf of the Sellers, including asserting or pursuing any claim, investigation or action (a “Claim”) against or defending any Claim made by Purchaser and/or Parent, consenting to, compromising or settling any such Claims, conducting negotiations with Purchaser and/or Parent and their respective representatives regarding such Claims and, in connection therewith, to (A) assert any Claim or institute any Claim, (B) investigate, defend, contest or litigate any Claim initiated by Purchaser and/or Parent, or by any Governmental Entity against the Sellers’ Representative or any of the Sellers, and receive process on behalf of any or all of the Sellers in any such Claim and compromise or settle on such terms as the Sellers’ Representative determines to be appropriate, and give receipts, releases and discharges with respect to, any such Claim, and (C) file and prosecute appeals from any decision, judgment or award rendered in any such Claim, it being understood that the Sellers’ Representative will not have any obligation to take any such Claims, and will not have any liability for any failure to take any such Claims; (iii) to interpret all of the provisions of this Agreement and to consent to, execute and deliver any amendment or waiver hereof or thereof on behalf of the Sellers; and (iv) to make, execute, acknowledge and deliver all such other agreements, notices, requests, instructions, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action taken that the Sellers’ Representative, in its sole and absolute discretion, may consider necessary or appropriate in connection with or to carry out the transactions contemplated by this Agreement. (b) The Sellers’ Representative will not taken in reliance upon be entitled to any fee, commission or other compensation for the actions taken or not taken or communications or writings given or executed performance of its services hereunder, but will be entitled to the payment by the Sellers of all its costs and expenses incurred as the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under connection with this Agreement, Agreement and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall will incur no, no responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder hereunder, excepting only responsibility for any act or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence failure to act which represents bad faith or willful misconduct, and (ii) the Sellers’ Representative shall will be entitled to rely 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’ Representative pursuant to such advice shall will in no event subject the Sellers’ Representative to liability to any Sellers. Each Seller unless by will indemnify, pro rata based upon such Sellers’ ownership percentage of Company Shares as of the date hereof, the Sellers’ Representative against all losses, damages, liabilities, claims, obligations, costs and expenses, including reasonable attorneys’, accountants’ and other experts’ fees and the amount of any judgment against it or them (including any and all expense whatsoever reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened or any claims whatsoever), arising out of or in connection with any claim, investigation, challenge, action or proceeding or in connection with any appeal thereof relating to the acts or omissions of the Sellers’ Representative hereunder or otherwise; provided, however, that the foregoing indemnification will not apply in the event of any act or omission to act which is finally judicially adjudicated to have resulted from the bad faith or willful misconduct of the Sellers’ Representative’s gross negligence . Any amount payable to the Sellers’ Representative pursuant to this Article 12.11 will be paid to the Sellers’ Representative by the Sellers and none of Parent, the Purchaser or willful misconduct. any of their respective Affiliates, directors, officers, employees, representatives or advisors will have any liability with respect thereto. (c) All of the indemnities, immunities and powers granted to the Sellers’ Representative under this Agreement shall will survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementAgreement or the Closing indefinitely. (d) A decision, act, consent or instruction of the Sellers’ Representative constitutes a decision, act, consent or instruction, as applicable, of all the Sellers, and Purchaser and Parent may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of all Sellers.

Sellers’ Representative. (a) Each The Sellers, by their execution of the Sellers this Agreement, hereby appoints designate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as Seller’s Representative hereunder for their representative (the purposes “Sellers’ Representative”). In case of representing his ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ death or its individual interests. Each of disability, the Sellers hereby authorizes shall designate an alternate Sellers’ Representative within ten (10) days of such event. The Sellers shall be bound by any and all actions taken by the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring and the Escrow Agreement, as well as in resolving all disputes or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of other issues between Purchaser and the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the arising hereunder or thereunder at or following Closing. The Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by authorize the Sellers’ Representative on to reimburse himself from distributions received by him from the Escrow Fund for all costs, expenses and payments incurred by him in his or its behalf pursuant to this Agreementcapacity as Sellers’ Representative. If for any reason the The Sellers’ Representative shall be unable indemnified from and against any and all claims, demands, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees), arising from or related to perform its duties hereunder any acts undertaken (and any omissions to act) in his capacity as Sellers’ Representative, except to the holders of a majority in interest extent attributable to Sellers’ Representative’s gross negligence or willful misconduct. The Sellers, by their approval of the Interests owned transactions contemplated in this Agreement, agree to bear the costs of such expense reimbursement and indemnification on a pro-rata basis in accordance with their pro-rata fully-diluted equity interest in the Company immediately prior to the Initial Closing shall appoint a replacement Sellers’ RepresentativeClosing. Buyer Purchaser shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 communication or writings given or executed by the Sellers’ Representative. Buyer shall All notices to be entitled sent to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary Sellers pursuant to a notice or communication given or made by this Agreement may be addressed to the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error notice so sent in judgment or other act or omission accordance with Section 10.01 shall be deemed notice to all of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the Sellers Holder hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby irrevocably appoints, designates and authorizes the Sellers’ Representative to act take such action on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf provisions of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except Pledge Agreement and to exercise such powers and perform such duties as aforesaid, each Seller hereby agrees are expressly delegated to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) it by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest terms of the Interests owned immediately prior Pledge Agreement, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by contrary contained elsewhere in the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Pledge Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume anyhave any duty or responsibility expect those expressly set forth in the Pledge Agreement, nor shall the Sellers’ Representative have or be deemed to have any fiduciary relationship with any Seller, and no implied covenants, functions, responsibilities, duties or obligations or liabilities shall incur nobe read into this Note or the Pledge Agreement or otherwise exist against the Pledge Agreement. b) The Sellers’ Representative may execute any of its duties under the Pledge Agreement by or through agents, responsibility whatsoever employees or attorneys-in-fact and shall be entitled to any Seller by reason advice of counsel concerning all matters pertaining to such duties. The Sellers’ Representative shall not be responsible for the negligence or misconduct of any error in judgment agent or other act attorney-in-fact that it selects with reasonable care. c) Neither the Sellers’ Representative nor any of its managers, directors, equity holders, officers, employees or omission performed agents shall (i) be liable for any action taken or omitted hereunder to be taken by any of them under or in connection with this the Pledge Agreement or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct as determined by a court of competent jurisdiction), or (ii) be responsible in any manner to any Seller for any recital, statement, representation or warranty made by the Company, any other Company Entity, Maker or the Parent or any of their respective Affiliates, or any officer, director, employee, agent or representative of the Company, any other Company Entity, Maker or the Parent or any of their respective Affiliates, contained in the Pledge Agreement, unless or in any certificate, report statement or other document referred to in or provided for in or received by the Sellers’ Representative’s gross negligence Representative under or willful misconductin connection with the Pledge Agreement or the validity, and effectiveness, genuineness, enforceability, or sufficiency of the Pledge Agreement (iior the creation, perfection or priority of any Encumbrance therein), or for the failure of the Maker or any other party to the Pledge Agreement to perform its obligations thereunder. The Sellers’ Representative shall not be under any obligation to any Seller to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Pledge Agreement, or to inspect the properties, books or records of the Company, the Maker or any of their respective Affiliates. d) the The Sellers’ Representative shall be entitled to rely on the advice of counselrely, public accountants and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other independent experts experienced in document believed by it to be genuine and correct and to have been signed, sent or made by the matter at issueproper person or persons, and upon advice and statements of legal counsel (including counsel to the Company), independent accountants and other experts selected by the Sellers’ Representative. The Sellers’ Representative shall be fully justified in failing or refusing to take any error in judgment action under the Pledge Agreement unless it shall first receive such advice or other act or omission concurrence of the Sellers holding Notes having an aggregate principal amount equal to at least a majority of the aggregate principal amount of all Notes then outstanding (the “Requisite Sellers”) as it deems appropriate and, if it so requests, confirmation from the Sellers of their obligation to indemnify the Sellers’ Representative against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Sellers’ Representative shall in all cases be fully protected in acting, or refraining from acting, under the Pledge Agreement in accordance with a request or consent of the Requisite Sellers and such request and any action taken or failure to act pursuant thereto shall be binding upon each Seller. e) The Sellers’ Representative shall not be deemed to have knowledge or notice of the occurrence of any event of default or default under any of any Note or the Pledge Agreement except with respect to defaults in the payment of fees required to be paid to the Sellers’ Representative for the account of the Sellers, unless the Sellers’ Representative shall have received written notice from a Seller, the Company or the Maker referring to the Pledge Agreement, describing such event of default or default and stating that such notice is a ‘notice of default.’ The Sellers’ Representative will notify the Sellers of its receipt of any such notice or any such defaults. The Sellers’ Representative shall take such action with respect to such advice event of default or default as may be requested by the Requisite Sellers in accordance with the Pledge Agreement; provided that unless and until the Sellers’ Representative has received any such request, the Sellers’ Representative may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event of default or default as it shall deem, in its sole discretion, advisable or in the best interests of the Sellers f) Each Seller acknowledges that the Sellers’ Representative has not made any representation or warranty to it and that no event subject act by the Sellers’ Representative hereafter taken, including any review of the affairs of the Company, any other Company Entity, the Maker, the Parent or any of their respective Affiliates, shall be deemed to constitute any representation or warranty by the Sellers’ Representative to liability any Seller. Each Seller represents to the Sellers’ Representative that it has, independently and without reliance upon the Sellers’ Representative and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Maker and its respective Affiliates, and made its own decision to enter into the Purchase Agreement and to accept the Note on the terms and conditions set forth in the Purchase Agreement and the Note. Each Seller represents that it will, independently and without reliance upon the Sellers’ Representative and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decision in taking or not taking action under such Seller’s Note and the Pledge Agreement, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Maker. The Sellers’ Representative shall not have any duty or responsibility to provide any Seller unless with any credit or other information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of the Maker or its respective Affiliates which may come into the possession of the Sellers’ Representative. g) Each Seller shall indemnify upon demand the Sellers’ Representative and its directors, officers, managers, equity holders employees, attorneys and agents, if any (to the extent not reimbursed by or on behalf of the Company or the Maker and without limiting the obligation of the Company or the Maker to do so), based on each Seller’s Pro Rata Share, from and against any and all actions, causes of action, suits, losses, liabilities, damages, and expenses, including, without limitation, reasonable legal fees, except to the extent that any result from the Sellers’ Representative’s own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction. All Without limitation of the immunities and powers granted to foregoing, each Seller shall reimburse the Sellers’ Representative under upon demand for its Pro Rata Share of any costs or out-of-pocket expenses (including reasonable legal fees) incurred by the Sellers’ Representative in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights and responsibilities under, the Pledge Agreement or any document contemplated by or referred to therein, to the extent that the Sellers’ Representative is not reimbursed for such expenses by the Company. The obligations of this Agreement Section 22(g) shall survive the Initial Closingrepayment of this Note, any Subsequent Closing and/or any cancellation or conversion of this Note, termination of the Pledge Agreement or the resignation or replacement of the Sellers’ Representative. “Pro Rata Share” means with respect to any Seller, the percentage determined by dividing the aggregate principal amount of the Note held by such Seller by the aggregate principal amount of all Notes determined at the time the applicable event giving rise to the payment obligations set forth in this AgreementSection 22(g) occurs.

Sellers’ Representative. (a) Each In order to efficiently administer (i) the determination of the Merger Consideration and the Actual Closing Date Working Capital Amount, (ii) the distribution of any amounts payable or distributable to Sellers, (iii) the waiver of any condition to the obligations of the Company to consummate the Contemplated Transactions, and (iv) the defense and/or settlement of any Proceedings with respect to which any Buyer Indemnified Party may be entitled to be indemnified pursuant to Section 9 hereof, by approving this Agreement, or by executing and delivering any of the Seller Deliveries, Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ designate BC Sellers’ Representative LLC as Seller’s Representative hereunder for their representative (the purposes of representing his “Sellers’ Representative”). (b) Sellers, by approving this Agreement or its individual interests. Each by executing one of the Sellers hereby authorizes Seller Deliveries, shall authorize the Sellers’ Representative (i) to act on his make all decisions relating to the determination of the Merger Consideration and the Actual Closing Date Working Capital Amount, (ii) to make all decisions relating to the distribution of any amounts payable or its behalf distributable to Sellers hereunder, in accordance with this Agreement and the Escrow Agreement, (iii) to take all action necessary in connection with the waiver of any condition to the obligations of the Company to consummate the Contemplated Transactions, or the defense and/or settlement of any Proceedings with respect to which any Buyer Indemnified Party may be entitled to be indemnified pursuant to Section 9 hereof, (iv) to give and receive all matters arising notices required to be given under this Agreement requiring or contemplating the possibility of some notice Escrow Agreement, (v) to be sent to or from, or some take any and all additional action as is contemplated to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling by or on behalf of Sellers by the Sellers any claims made terms of this Agreement, (vi) to take all other actions to be taken by Buyer under Section 12.1(a)(i), representing the or on behalf of Sellers in any indemnification proceedings under Section 12.3connection herewith, approving any waivers or amendments in accordance with Section 13.6(vii) to withhold funds to pay Seller-related expenses and obligations, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii(viii) against a Seller. Except to withhold additional funds as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) determined by the Sellers’ Representative on his in its discretion to pay future or contingent Seller expenses and obligations and (ix) to seek recourse against any Seller for the benefit of the other Sellers in the event of a disbursement to the Buyer Indemnified Parties due to any breach of the representations and warranties made by such Seller in a Seller Delivery. (c) In the event that the Sellers’ Representative is dissolved, becomes unable to perform its behalf responsibilities hereunder or resigns from such position, Sellers holding, prior to the Closing, a majority of the voting Common Stock and Preferred Stock as set forth in Section 2.4(a) of the Company Disclosure Schedule shall select another representative to fill such vacancy and such substituted representative shall be deemed to be the Sellers’ Representative for all purposes of this Agreement. (d) All decisions and actions by the Sellers’ Representative, including, without limitation, any agreement between the Sellers’ Representative and the Surviving Corporation relating to the determination of the Actual Closing Date Working Capital Amount or the defense or settlement of any Proceedings with respect to which any Buyer Indemnified Party may be entitled to be indemnified pursuant to Section 9 hereof, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. (e) By approving this Agreement. If , or by executing a Letter of Transmittal, an Option Cancellation and Payment Acknowledgement or a Warrant Cancellation and Payment Acknowledgement, Sellers agree that: (i) Parent, Buyer, the Surviving Corporation and each other Buyer Indemnified Party shall be able to rely conclusively on the instructions and decisions of the Sellers’ Representative as to the determination of the Actual Closing Date Working Capital Amount or the settlement of any claims for indemnification by any Buyer Indemnified Party pursuant to Section 9 hereof or any other actions required to be taken by the Sellers’ Representative hereunder, and no Seller or party hereunder shall have any cause of action against Parent, Buyer, the Surviving Corporation or any other Buyer Indemnified Party for any reason action taken by any such Person in reliance upon the instructions or decisions of the Sellers’ Representative; (ii) all actions, decisions and instructions of the Sellers’ Representative shall be unable to perform its duties hereunder as conclusive and binding upon all of the Sellers and no Seller shall have any cause of action against the Sellers’ RepresentativeRepresentative for any action taken, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications decision made or writings instruction given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever under this Agreement, except for any action taken fraud or not taken in reliance upon the actions taken or not taken or communications or writings given or executed willful breach of this Agreement by the Sellers’ Representative. Buyer ; (iii) the provisions of this Section 1.9 are independent and severable, are irrevocable and coupled with an interest and shall be entitled enforceable notwithstanding any rights or remedies that any Seller may have in connection with the Contemplated Transactions; (iv) the provisions of this Section 1.9 shall be binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement or the Escrow Agreement to disregard a Seller or Sellers shall mean and include the successors to Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; (v) the Company Fees and Expenses shall include the sum of $500,000 to be paid to the Sellers’ Representative and to be used by the Sellers’ Representative for the payment of all costs and expenses incurred by the Sellers’ Representative in connection with the exercise by it of the authority granted to it herein (including reasonable attorney fees and expenses and the fees and expenses of any notices accountants or communications given other professional advisors retained by the Sellers’ Representative). From time to time after the Effective Time, Sellers’ Representative may distribute to Sellers, pro rata in accordance with their respective ownership of all shares of Preferred Stock that are not converted at the Effective Time, plus the Fully Diluted Shares Outstanding immediately prior to the Effective Time, such portion of such sum as the Sellers’ Representative reasonably determines will not be needed for the payment of future costs and expenses. Any portion of such sum remaining after the final resolution of all claims asserted against, or asserted by or on behalf of, Sellers hereunder or under the Escrow Agreement and the final distribution to Sellers of all monies that are or could be distributable to them hereunder or under the Escrow Agreement shall be distributed to Sellers in their respective percentages based upon all shares of Preferred Stock that are not converted at the Effective Time, plus the Fully Diluted Shares Outstanding; provided, however, that if the Sellers’ Representative incurs costs and expenses disproportionately due to a Seller’s breach of representations and warranties made by such Seller in one of the Seller Deliveries, such breaching Seller shall reimburse the Sellers’ Representative for the additional costs and expenses disproportionately incurred; and (vi) they will indemnify and hold harmless the Sellers’ Representative, severally and not jointly, from and against any Sellerand all damages which may at any time be imposed on, incurred by or asserted against the Sellers’ Representative in his any way relating to or its individual capacityarising out of this Agreement, which is contrary or any related agreement or instrument or any action taken or omitted to a notice be taken by the Sellers’ Representative under or communication given or made by in connection herewith, unless such damages resulted solely from the bad faith of the Sellers’ Representative. (bf) In performing his duties under this Agreement, All fees and in exercising or failing to exercise all or any of the powers conferred upon expenses incurred by the Sellers’ Representative hereunder or thereunderin excess of $500,000 shall be paid from any funds otherwise due to Sellers (including from the Escrowed Amount, (i) the Sellers’ Representative shall not assume if any, and shall incur no, responsibility whatsoever after such amount is released to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct) in proportion to their ownership of all shares of Preferred Stock that are not converted at the Effective Time, and (iiplus the Fully Diluted Shares Outstanding as set forth in Section 2.4(a) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall Company Disclosure Schedule attached hereto and if no funds are available from the Escrowed Amount, then directly from Sellers pro rata in no event subject accordance with their respective ownership of all Shares of Preferred Stock that are not converted at the Sellers’ Representative to liability to any Seller unless by Effective Time, plus the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted Fully Diluted Shares Outstanding immediately prior to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this AgreementEffective Time.

Sellers’ Representative. (a) 27.1 Each of the Sellers hereby irrevocably appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative as its attorney-in-fact to act on his or its behalf with respect to exclusively represent the interests of the Sellers for all matters arising from or in any way connected to this Agreement. The Sellers’ Representative is hereby authorised to execute for and on behalf of each Seller (i) any amendment to this Agreement and any Ancillary Agreement, (ii) any agreements, certificates, registers, deeds or other documents contemplated by this Agreement or any Ancillary Agreement, (iii) any agreements or settlements with the Purchaser in connection with any claims as a result of a Breach, indemnifications, losses and/or related matters under this Agreement requiring or contemplating any Ancillary Agreement, (iv) in general, do or take any action on behalf of each Seller in connection with any claims of the possibility Purchaser under this Agreement or any Ancillary Agreement. The Sellers’ Representative’s mandate shall include the acceptance and receipt of some notice to be sent to claims and notices made or from, or some action to be delivered under this Agreement. Any decision taken by, the Sellersany waiver granted by, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers or any claims made by Buyer under Section 12.1(a)(i)acceptance, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers compromise or amendments in accordance with Section 13.6, but excluding the settling settlement of any claims made by Buyer under Section 12.1(a)(ii) against claim as a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) result of a Breach by the Sellers’ Representative on his for these purposes, as well as any notices given to or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer , shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the final and binding on all Sellers. The Sellers’ Representative. (b) In performing his duties Representative will not incur any liability under this Agreement, and in exercising or failing to exercise all or Agreement towards any of the powers conferred upon Parties to the Sellers’ Representative hereunder or thereunder, (i) extent that such liability results from the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason mere performance of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconductmandate, except in case of fraud and (ii) without prejudice to any other obligation of the Sellers’ Representative under this Agreement. 27.2 The Purchaser shall be entitled to rely 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 exercise of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities powers and powers granted authorities conferred on to the Sellers’ Representative as if the Sellers were exercising such powers and authorities, without any enquiry in this respect being required. 27.3 Each of the Sellers agrees that all notifications by the Purchaser to the Sellers under this Agreement may be addressed solely to the Sellers’ Representative and that this shall survive constitute valid notice of each of the Initial Closing, any Subsequent Closing and/or any termination of this AgreementSellers.

Sellers’ Representative. (a) Each of the Sellers Seller hereby irrevocably appoints ▇▇▇▇ ▇▇▇▇▇ Dodo (herein called the "Seller's Representative") as Seller’s Representative hereunder for the purposes its true and lawful attorney-in-fact and agent, with full power of representing his substitution or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative resubstitution, to act solely and exclusively on his or its behalf of Seller with respect to all any matters arising under relating to this Agreement requiring and any document, certificate or contemplating the possibility of some notice other agreement to be sent to executed and delivered by or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of Seller pursuant hereto, with the Sellers full power, without the consent of Seller, to exercise as it in its sole discretion deems appropriate, all of the powers which Seller could exercise under the provisions of this Agreement or any claims made by Buyer under Section 12.1(a)(i)document, representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers certificate or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees other agreement to be bound executed and delivered by or on behalf of Seller pursuant hereto, including, without limitation, to (i) accept and give notices hereunder or thereunder on behalf of Seller, (ii) consent to any and all notices sent and actions taken modification or amendment hereof or thereof or (and notices not sent and actions not takeniii) by the Sellers’ give any waiver or consent hereunder or thereunder. Seller's Representative on his or its behalf pursuant to this Agreementdoes hereby accept such appointment. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Purchaser shall be entitled to rely exclusively upon any communications or writings given or executed by such notices, waivers, consents, amendments, modifications and other acts of Seller's Representative as being the Sellers’ Representative binding acts of Seller, and 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 or writings given or executed by the Sellers’ Representative. Buyer Purchaser shall be entitled to disregard deliver any notices notices, payments or communications given other items required to be delivered by it to Seller hereunder or made by any thereunder only to Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ 's Representative. (b) In performing his duties under this Agreement, and in exercising or failing any such delivery shall be fully effective as if it were made directly to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Seller. Seller's Representative shall not assume anyeffect any substitution for himself as Seller's Representative without the prior written consent of Purchaser, and which consent shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall not be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementunreasonably withheld.

Sellers’ Representative. (a) Each of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the shall act, and Sellers hereby make, constitute and appoint ▇▇▇▇▇, as the representative of Sellers under this Agreement (in such capacity, the “Sellers’ Representative”). By its execution of this Agreement, each Seller hereby makes, constitutes and appoints the Sellers’ Representative as its attorney-in-fact and authorizes and empowers the Sellers’ Representative to act on his or its behalf as such Seller’s representative with full authority, in the sole discretion of the Sellers’ Representative, to (a) cause to be prepared all Tax Returns with respect to all matters arising under Tax periods ending on or before the Closing Date, and (b) take any other action that may be necessary or desirable on behalf of Sellers in connection with this Agreement requiring or contemplating Agreement. Sellers shall have the possibility right at any time to appoint a new Sellers’ Representative for such purposes by giving at least ten (10) business days’ written notice thereof and simultaneously furnishing a copy of some notice a written instrument executed by Sellers and appointing a new Sellers’ Representative to be sent to or from, or some action to be taken by, the Sellers, including acting as Buyer and the Sellers’ representative for the purpose of settling on behalf of the Sellers Representative then so acting. The Sellers’ Representative shall have no duties or obligations other than those set forth above and will incur no liability with respect to any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers action or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions inaction taken (and notices not sent and actions not taken) by the Sellers’ Representative on except with respect to his own gross negligence, bad faith or its behalf pursuant to this Agreementwillful misconduct. If for any reason Each Seller shall reimburse the Sellers’ Representative shall be unable to perform for its duties hereunder as proportionate share, determined in accordance with the allocation of Consideration among Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative reasonable and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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 documented expenses of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence carrying out his duties or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreementobligations hereunder.

Sellers’ Representative. (a) Each of the The Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for authorize the purposes of representing his or its individual interests. following with respect to the Sellers’ Representative: (i) Each of the Sellers hereby authorizes Seller acknowledges and agrees that the Sellers’ Representative has and shall have full power and authority to act on his or its behalf with respect to take all matters arising actions under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action that are referenced as to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf herein. All actions required to be taken pursuant to this Agreement. If for any reason Agreement by the Sellers’ Representative shall be unable deemed to perform its duties hereunder be on behalf of all the Sellers and, as Sellers’ Representativeapplicable, prior to Closing, the holders of a majority in interest of the Interests owned immediately Company, and prior to the Initial Closing shall appoint a replacement Closing, the Sellers and the Company agree to be jointly and severally liable therefor and from and after the Closing, the Sellers agree to be jointly and severally liable therefor. The Sellers’ Representative. Buyer Representative shall take any and all actions which it believes are reasonably necessary or appropriate under this Agreement, including, but not limited to, giving and receiving any notice or instruction permitted or required under this Agreement, interpreting all of the terms and provisions of this Agreement, authorizing payments to be entitled to rely exclusively upon any communications made with respect hereto or writings given thereto, obtaining reimbursement as provided for herein for all out-of-pocket fees and expenses and other obligations of, or executed by incurred by, the Sellers’ Representative in connection with this Agreement, defending all indemnity claims pursuant to Article X (each, an “Indemnity Claim”), taking any and shall not be liable all other actions specified in any manner whatsoever for any action taken or not taken in reliance upon contemplated by this Agreement. Without limiting the actions taken or not taken or communications or writings given or executed by generality of the foregoing, the Sellers’ Representative. Buyer Representative shall be entitled have the full power and authority to disregard interpret all of the terms and provisions of this Agreement and to consent to any notices amendment hereof or communications given or made by any Seller, thereof on behalf of all the Sellers in his or its individual capacity, which is contrary to a notice or communication given or made by the capacity as Sellers’ Representative. (bii) In The Sellers’ Representative shall receive all notices or documents given or to be given to the Sellers or the Sellers’ Representative pursuant hereto and to receive and accept service of legal process in connection with any suit or proceeding arising under this Agreement. (iii) The Sellers’ Representative shall engage counsel, and such accountants and other advisors and incur such other reasonable Expenses in connection with the Transaction Documents and the transactions contemplated hereby or thereby as the Sellers’ Representative may in its sole discretion deem appropriate; (iv) After the Effective Time, the Sellers’ Representative shall take such action as the Sellers’ Representative may in its sole discretion deem appropriate in respect of: (A) waiving any inaccuracies in the representations or warranties of the Purchaser contained in this Agreement or in any document delivered by the Purchaser pursuant hereto; (B) receiving all documents or certificates and making all determinations, in its capacity as Sellers’ Representative, required under this Agreement; and (C) all such actions as may be necessary to carry out any of the transactions contemplated by this Agreement, including the defense and settlement of any claims for which indemnification is sought pursuant to Article X and any waiver of any obligation of the Purchaser. (v) The Sellers’ Representative shall have no duties to any of the Sellers or liability to any of the Sellers, other than as expressly set forth in this Agreement, with respect to any action taken, decision made or instruction given by the Sellers’ Representative in connection with the Transaction Documents while acting in good faith and in the exercise of reasonable judgment. (vi) The Sellers’ Representative shall have reasonable access to information concerning any Indemnity Claim which is in the possession, custody or control of each Group Company and the reasonable assistance of the Purchaser and the Group Companies’ officers and employees for purposes of performing his the Sellers’ Representative’s duties under this Agreement, and in exercising or failing to exercise all or including for the purpose of evaluating any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) Indemnity Claim; provided that the Sellers’ Representative shall not assume any, treat confidentially and shall incur nonot disclose, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or except in connection with enforcing its rights under this Agreement, unless any nonpublic information provided by or on behalf of the Purchaser or any of its Affiliates or concerning any Indemnity Claim to anyone (except to the Sellers’ Representative’s gross negligence attorneys, accountants or willful misconductother advisers, to the Sellers and on a need-to-know basis to other individuals who agree to keep such information confidential). (iivii) In the performance of his duties hereunder, the Sellers’ Representative shall be entitled to (A) rely in good faith upon any document or instrument reasonably believed to be genuine, accurate as to content and signed by any Seller or any Party hereunder and (B) assume that any Person purporting to give any notice in accordance with the provisions hereof has been duly authorized to do so. (viii) A majority in interest of the Sellers shall have the right at any time to remove the then-acting Sellers’ Representative to appoint a successor Sellers’ Representative; provided, however, that neither such removal of the then-acting Sellers’ Representative nor such appointment of a successor Sellers’ Representative shall be effective until such Sellers have executed a document causing such removal and appointment, together with an acknowledgement signed by the successor Sellers’ Representative appointed in such document that he, she or it accepts the responsibility of successor Sellers’ Representative and agrees to perform and be bound by all of the provisions of this Agreement applicable to the Sellers’ Representative. For all purposes hereunder, a majority in interest of the Sellers shall be determined on the advice basis of counseleach Seller’s allocation set forth in Schedule 2.2. Each successor Sellers’ Representative shall have all of the power, public accountants authority, rights and privileges conferred by this Agreement upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be deemed to include any interim or other independent experts experienced in successor Sellers’ Representative. (ix) The appointment of the matter at issueSellers’ Representative hereunder is irrevocable, subject to Section 11.1(a)(ix), and any error in judgment or other act or omission of action taken by the Sellers’ Representative pursuant to such advice the authority granted in this Section 11.1 shall in no event subject be effective and absolutely binding as the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All action of the immunities Sellers and powers granted to the Sellers’ Representative under this Agreement Agreement. (b) The Purchaser shall survive be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by, and the Initial Closingactions of, or the failure to act by, the Sellers’ Representative. The Purchaser shall not be liable to any Subsequent Closing and/or Seller for Damages sustained by any termination such Person, arising out of or related to the performance of, or failure to perform by, the Sellers’ Representative of its obligations set forth in this Agreement, as applicable, nor shall the actions of, or the failure to act by, the Sellers’ Representative be used as a defense against any claim for Damages made by a Purchaser Indemnified Party pursuant to this Agreement.

Sellers’ Representative. (a) Each of Seller irrevocably appoints WHS and FHC (together, the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ "SELLERS' REPRESENTATIVE") as Seller’s Representative hereunder for the purposes of representing his his, her or its individual interests. Each of the Sellers hereby agent, proxy and attorney-in-fact for all purposes under this Agreement, and each Seller authorizes the Sellers’ ' Representative to act do any and all of the following for the Seller and in the Seller's name and stead: (i) to execute, acknowledge, as appropriate, and deliver to Buyer any certificate, document or agreement referred to herein or contemplated hereby, including this Agreement, the Shares, and the Sellers' Closing Documents; (ii) to accept, receipt for and deposit any funds or other amounts owing to the Seller hereunder; (iii) to represent, negotiate on his behalf of and bind the Seller in connection with the determination of the Adjustment Amount, any negotiations or its behalf agreements with Buyer with respect to all matters arising under the Adjustment Amount, and any presentation to or discussions with the Independent Accountants with respect thereto; (iv) to execute, acknowledge, as appropriate, and deliver such modifications and amendments to this Agreement requiring or contemplating any Exhibit, Schedule or other attachment hereto or Sellers' Closing Documents as the possibility of some notice Sellers' Representative shall deem advisable in his discretion; and (v) to be sent to or fromdo any and all other acts and things in connection with this Agreement as Sellers' Representative shall deem advisable in his discretion. For so long as WHS and FHC are acting jointly as the Sellers' Representative hereunder, or some any action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ ' Representative on his or its behalf pursuant to this AgreementSection 11.12(a) shall require their unanimous consent. If for any reason the Sellers’ Representative The agency created hereby shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. deemed irrevocable and coupled with an interest; Buyer shall be entitled to rely exclusively upon the powers granted herein with respect to any communications matter relating to this Agreement; and any question which may arise concerning the power or writings given or executed by authority of the Sellers’ ' Representative to act for each Seller shall be interpreted and shall not be liable construed in any manner whatsoever for any action taken or not taken in reliance upon favor of the actions taken or not taken or communications or writings given or executed by authority of the Sellers’ ' Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by Each Seller appointing the Sellers’ ' Representative hereby ratifies and confirms all that the Sellers' Representative shall do or cause to be done by virtue of such Sellers' Representative's appointment as Sellers' Representative of such Seller. (b) In performing his Upon the resignation, death, disability or other inability of either of the initial Sellers' Representatives to act, then the remaining Sellers' Representative alone shall be deemed the "Sellers' Representative" hereunder and shall have all of the rights, duties, power and authority set forth in this Section. If at any time neither of the initial Sellers' Representatives is ready, willing and able to act in such capacity, then ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ shall be deemed the successor Sellers' Representative hereunder and shall have all of the rights, duties, power and authority of the Sellers' Representative set forth in this Section. (c) The Sellers' Representative shall act for Sellers appointing the Sellers' Representative on all of the matters set forth in this Agreement in the manner the Sellers' Representative believes to be in the best interest of such Sellers, but the Sellers' Representative shall not be responsible to any such Sellers for any loss or damage any such Sellers may suffer by reason of the performance by the Sellers' Representative of such Sellers' Representative's duties under this Agreement, and in exercising other than loss or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or damage arising from willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced misconduct in the matter at issue, and any error in judgment or other act or omission performance of the such Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ ' Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative 's duties under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each The Sellers, by approving the principal terms of the Merger (including by executing the Support Agreements), hereby constitute and appoint Shareholder Representative Services LLC as the Sellers’ Representative. For purposes of this Agreement, the term “Sellers’ Representative” shall mean the sole and exclusive representative, true and lawful agent, proxy and attorney-in-fact of the Sellers hereby appoints ▇▇▇▇ ▇▇▇▇▇ as for all purposes of this Agreement, the Escrow Agreement and the Payments Administrator Agreement, with full power of substitution or re-substitution and authority on each Seller’s behalf, notwithstanding any dispute or disagreement among the Sellers after the Closing (i) to consummate the transactions contemplated herein, (ii) to pay such Seller’s expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement to the extent funds are available in the Sellers’ Representative Expense Fund, (iii) to receive, give receipt and disburse the Sellers’ Representative Expense Fund received hereunder for on behalf of or to such Seller and each other Seller and to holdback from disbursement any such funds to the extent it reasonably determines may be necessary, (iv) to execute and deliver on behalf of such Seller all documents contemplated herein and any amendment or waiver hereto after the Closing, (v) to take all other actions to be taken by or on behalf of such Seller in connection herewith, (vi) to negotiate, settle, compromise and otherwise handle all disputes under this Agreement, including without limitation, disputes regarding Estimated Working Capital and any adjustment pursuant to Section 2.11, (vii) to give and receive notices on behalf of the Sellers and (viii) to do each and every act and exercise any and all rights which such Seller is, or the Sellers collectively are, permitted or required to do or exercise under this Agreement. The Sellers, by approving the Merger and/or accepting the consideration payable to them hereunder, irrevocably grant unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes of representing his as the Sellers might or its individual interestscould do in person. Each of the Sellers hereby authorizes agrees that such agency and proxy are coupled with an interest, are therefore irrevocable without the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility consent of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken survive the death, incapacity or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by bankruptcy of any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each By the execution and delivery of this Agreement, each Seller, on behalf of itself and its successors and assigns, hereby irrevocably constitutes and appoints Rainwater, LLC in its capacity as Sellers’ Representative, as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Person under the terms and provisions of this Agreement and the Ancillary Documents to which the Sellers’ Representative is a party, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Sellers’ Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents to which the Sellers’ Representative is a party, including: (i) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Sellers’ Representative is a party (provided, that any such action, if material to the rights and obligations of Sellers hereby appoints in the reasonable judgment of the Sellers’ Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially material and adverse nature); (ii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under this Agreement or any Ancillary Documents to which the Sellers’ Representative is a party; (iii) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Sellers’ Representative and to rely on their advice and counsel; (iv) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket fees and expenses allocable or in any way relating to such transaction, whether incurred prior or subsequent to Closing; and (v) otherwise enforcing the rights and obligations of any such Persons under this Agreement and the Ancillary Documents to which the Sellers’ Representative is a party, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person. All decisions and actions by the Sellers’ Representative, including any agreement between the Sellers’ Representative and the Purchaser relating to the defense or settlement of any indemnification claims for which Sellers may be required to indemnify the Purchaser pursuant to Section 7.7, shall be binding upon the Sellers and their respective successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.13 are irrevocable and coupled with an interest. The Sellers’ Representative ▇▇▇▇ ▇▇▇▇▇ accepts its appointment and authorization as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring Agreement (b) Any other Person, including the Purchaser and the Company may conclusively and absolutely rely, without inquiry, upon any actions of the Sellers’ Representative as the acts of the Sellers hereunder or contemplating any Ancillary Document to which the possibility Sellers’ Representative is a party. The Purchaser and the Company shall be entitled to rely conclusively on the instructions and decisions of some notice the Sellers’ Representative as to be sent to any actions required or from, or some action permitted to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative hereunder, and no Seller shall have any cause of action against the Purchaser or the Company for any action taken by any of them in reliance upon the instructions or decisions of the Sellers’ Representative. The Purchaser and the Company shall not have any Liability to any Seller for any allocation or distribution among the Sellers by the Sellers’ Representative of payments made to or at the direction of the Sellers’ Representative. All notices or other communications required to be made or delivered to a Seller under this Agreement or any Ancillary Document to which the Sellers’ Representative is a party shall be made to the Sellers’ Representative for the benefit of such Seller, and any notices so made shall discharge in full all notice requirements of the other parties hereto or thereto to such Seller with respect thereto. All notices or other communications required to be made or delivered by a Seller shall be made by the Sellers’ Representatives (except for a notice under Section 10.13(d) of the replacement of the Sellers’ Representative). (c) The Sellers’ Representative will act for the Sellers on his all of the matters set forth in this Agreement in the manner the Sellers’ Representative believes to be in the best interest of the Sellers, but the Sellers’ Representative will not be responsible to the Sellers for any losses that any Seller may suffer by reason of the performance by the Sellers’ Representative of the Sellers’ Representative’s duties under this Agreement, other than losses arising from the bad faith, gross negligence or willful misconduct by the Sellers’ Representative in the performance of its behalf pursuant to duties under this Agreement. If The Sellers do hereby jointly and severally agree to indemnify, defend and hold the Sellers’ Representative harmless from and against any and all losses reasonably incurred or suffered as a result of the performance of the Sellers’ Representative’s duties under this Agreement, except for any reason such liability arising out of the bad faith, gross negligence or willful misconduct of the Sellers’ Representative. In no event shall the Sellers’ Representative in such capacity be liable to the Sellers hereunder or in connection herewith for any indirect, punitive, special or consequential damages. The Sellers’ Representative shall not be liable for any act done or omitted under this Agreement or any Ancillary Document as the Sellers’ Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers’ Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Sellers’ Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Sellers’ Representative shall be unable have the right at any time and from time to perform its duties hereunder as Sellers’ Representativetime to select and engage, at the holders of a majority in interest reasonable cost and expense of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by , attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other reasonable out-of-pocket expenses, as the Sellers’ Representative and shall not be liable in any manner whatsoever for any action taken may reasonably deem necessary or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled appropriate from time to disregard any notices or communications given or made by any Sellertime, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon but the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall will not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely on the advice of counselany fee, public accountants commission or other independent experts experienced in compensation for the matter at issue, and any error in judgment or other act or omission performance of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconductits services hereunder. All of the immunities indemnities, immunities, releases and powers granted to the Sellers’ Representative under this Agreement Section 10.13 shall survive the Initial Closing and continue indefinitely. (d) If the Sellers’ Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities as representative and agent of Sellers, then the Sellers shall, within ten (10) days after such death, disability, dissolution, resignation or other event, appoint a successor Sellers’ Representative (by vote or written consent of the Sellers holding, or entitled to in the event of Closing, in the aggregate in excess of fifty percent (50%) of the Common Stock Consideration), and promptly thereafter (but in any Subsequent Closing and/or any termination event within two (2) Business Days after such appointment) notify the Purchaser in writing of the identity of such successor. Any such successor so appointed shall become the “Sellers’ Representative” for purposes of this Agreement.

Sellers’ Representative. (a) Each of the Sellers irrevocably hereby constitutes and appoints ▇▇▇▇ Arcapita Inc. as its, his or her true and lawful attorney-in-fact, agent and representative (the “Sellers’ Representative”), with full power of substitution and resubstitution, for it, him or her and in its, his or her name, place and ▇▇▇▇▇ as Seller’s Representative hereunder ▇, in any and all capacities, to negotiate and sign all amendments to this Agreement, and all other documents in connection with the Transactions, including without limitation those instruments called for the purposes of representing his by this Agreement and all waivers, consents, instructions, authorizations and other actions called for, contemplated or its individual interests. Each that may otherwise be necessary or appropriate in connection with this Agreement or any of the Sellers hereby authorizes foregoing agreements or instruments, granting unto the Sellers’ Representative Representative, full power and authority to do and perform each and every act on his and thing requisite and necessary to be done, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that the Sellers’ Representative, or its behalf substitute or substitutes, may lawfully do or cause to be done by virtue hereof, including without limitation the power and authority to deliver and convey his, her or its Purchased Shares in accordance with the terms hereof, to receive and give receipt for all consideration due him, her or it pursuant to this Agreement, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to agree to, negotiate, enter into and provide amendments, supplements and waivers, to receive all matters arising notices, requests and demands that may be made under this Agreement requiring or contemplating the possibility and in respect of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If The Sellers’ Representative shall receive no compensation for his services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers. Should the Sellers’ Representative be unable or unwilling to serve or appoint his, her or its successor to serve in his, her or its stead, the Sellers may appoint a successor to serve in his, her or its stead. The Sellers’ Representative shall be entitled to rely, and shall be fully protected in relying, upon (i) any reason statements or other information furnished to it by any Seller or the Buyer Company, (ii) any statements, other information or advice furnished to it by any advisor (including accountants consulted by the Buyer Company) or counsel, and (iii) any other evidence reasonably deemed by the Sellers’ Representative, in its sole discretion, to be reliable. The Sellers’ Representative shall be entitled to retain counsel and other advisors (including accountants) and to incur such expenses as the Sellers’ Representative deems to be necessary or appropriate in connection with its performance of its obligations under this Agreement, and all such fees and expenses incurred by the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representativepaid by the Sellers pro rata based on each Seller’s Pro Rata Share. The provisions of this Section 14.1 shall survive the termination of this Agreement. (b) A decision, the holders act, consent or instruction of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative shall constitute a decision of all of the Sellers and shall not be liable in final, binding and conclusive upon each and every Seller, and the Buyer Company and, following the Closing, the TARGET, may rely upon any manner whatsoever for any action taken decision, act, consent or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by instruction of the Sellers’ RepresentativeRepresentative as being the decision, act, consent or instruction of each and every Seller. Each of the Buyer shall be entitled Company and, following the Closing, the TARGET is hereby relieved from any liability to disregard any notices Person for any acts done by them in accordance with such decision, act, consent or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by instruction of the Sellers’ Representative. (bc) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the The Sellers’ Representative hereunder or thereunder, (i) intervenes herein to agree to the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever terms of this Agreement applicable to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each of the The Sellers hereby appoints constitute and appoint ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder representative ("Sellers' Representative) for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act on his or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling and on behalf of the Sellers any to execute the Escrow Agreement, to give and receive notices and communications, to authorize payment to the Purchaser of cash or other property from the funds held in Escrow pursuant to Section 8.3 (the "Escrow Fund") in satisfaction of claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any for indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his Purchaser, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of Arbitrators with respect to such claims, and to take all actions necessary or its behalf pursuant to this Agreement. If for any reason appropriate in the judgment of the Sellers’ ' Representative shall for the accomplishment of the foregoing. Such agency may be unable to perform its duties hereunder as Sellers’ Representative, changed by the holders of a majority in interest of the Interests owned immediately Escrow Fund from time to time upon not less than ten (10) days' prior written notice to the Initial Closing Purchaser. No bond shall appoint a replacement be required of the Sellers’ ' Representative. Buyer shall be entitled Notices or communications to rely exclusively upon any communications or writings given or executed by from the Sellers’ ' Representative and shall not be liable in any manner whatsoever for any action taken constitute notice to or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by from each of the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the The Sellers’ Representative hereunder or thereunder, (i) the Sellers’ ' Representative shall not assume any, and shall incur no, responsibility whatsoever to be liable for any Seller by reason of any error in judgment or other act or omission performed done or omitted hereunder as Sellers' Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Sellers shall severally indemnify the Sellers' Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Sellers' Representative and arising out of or in connection with this Agreementthe acceptance or administration of his duties hereunder. (c) The Sellers' Representative shall have reasonable access to information about the Company and its subsidiaries and the reasonable assistance of the Company's officers and employees for purposes of performing its duties and exercising its rights hereunder, unless by provided that the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ ' Representative shall be entitled treat confidentially and not disclose any non-public information from or about the Company to rely anyone (except on the advice of counsela need to know basis to individuals who agree to treat such information confidentially). (d) A decision, public accountants act, consent or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission instruction of the Sellers’ ' Representative pursuant shall constitute a decision of all Sellers for whom cash otherwise payable to them is deposited in the Escrow fund and shall be final, binding and conclusive upon each such advice shall in no event subject Seller, and the Escrow Agent and the Purchaser may rely upon any decision, act, consent or instruction of the Sellers’ ' Representative to as being the decision, act, consent or instruction of each and every such Seller. The Escrow Agent and the Purchaser are hereby relieved from any liability to any Seller unless person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ ' Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.

Sellers’ Representative. (a) Each Seller, on behalf of the Sellers itself and each of its successors, assigns and heirs, hereby irrevocably appoints T▇▇▇▇ ▇▇▇▇▇ , as such Seller’s Representative hereunder for representative and exclusive agent (the purposes “Sellers’ Representative”), to act on behalf of representing his or its individual interestssuch Seller in connection with, and to facilitate, any and all transactions arising from, in connection with an incident to the transactions contemplated hereby. Each of the Sellers hereby authorizes the In such capacity, Sellers’ Representative shall have the sole and exclusive power and authority to act on his perform all actions required or its behalf with respect to all matters arising under this Agreement requiring or contemplating the possibility of some notice permitted to be sent to or from, or some action to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made performed by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his behalf of Sellers under this Agreement or its behalf pursuant to this Agreementany other Transaction Document. If for any reason the A decision, act, consent or instruction of Sellers’ Representative shall constitute a decision, act, consent or instruction from Sellers and shall be unable final, binding and conclusive as to perform its duties hereunder as Sellers. Purchaser may rely upon any such decision, act, consent or instruction of Sellers’ RepresentativeRepresentative as being the decision, the holders act, consent or instruction of a majority Sellers. Purchaser is hereby relieved from any liability to any persons for any acts done by them in interest accordance with such decision, act, consent or instruction of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer In furtherance of the foregoing, any reference to a power of Sellers under this Agreement, to be exercised or otherwise taken, shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and shall not be liable a power vested in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever have no liability to any Seller by reason of any error in judgment or other act or omission performed with respect to actions taken or omitted hereunder or to be taken in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the capacity as Sellers’ Representative shall be entitled to rely on the advice of counselRepresentative, 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability except with respect to any Seller unless by the liability resulting from Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative shall be entitled to rely upon any directions received from any Seller; provided, however, that Sellers’ Representative shall not be required to follow any such direction, and shall be under this Agreement no obligation to take any action in its capacity as Sellers’ Representative, unless Sellers’ Representative has been provided with funds, security or indemnities which, in the sole determination of Sellers’ Representative, are sufficient to protect Sellers’ Representative against the costs, expenses and liabilities which may be incurred by Sellers’ Representative in responding to such direction or taking such action. Sellers’ Representative shall survive be entitled to engage such counsel, experts and other agents and consultants as Sellers’ Representative shall deem necessary in connection with exercising Sellers’ Representative powers and performing Sellers’ Representative function hereunder and (in the Initial absence of bad faith on the part of Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of such persons. Sellers’ Representative shall be entitled to reimbursement by Sellers, in proportion to each such Seller’s equity ownership of the Companies immediately prior to the Closing, for all reasonable expenses, disbursements and advances (including fees and disbursements of Sellers’ Representative counsel, experts and other agents and consultants) incurred by Sellers’ Representative in such capacity, and for indemnification, by Sellers, against any Subsequent Closing and/or any termination loss, liability or expenses arising out of this Agreementactions taken or omitted to be taken in Sellers’ Representative capacity as Sellers’ Representative (except for those arising out of Sellers’ Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims.

Sellers’ Representative. (a) Each of the Sellers Seller Party hereby unconditionally and irrevocably appoints B▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Sellers’ Representative”) as Sellersuch Seller Party’s attorney-in-fact, representative, and agent, with full power of substitution to act in the name, place and stead to act on behalf of such Seller Party in any amendment, modification or waiver of or litigation or arbitration involving this Agreement, including, without limitation, defending, negotiating, settling or otherwise dealing with claims and taking any actions or delivering any documents, agreements or instruments under any provision of this Agreement, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Sellers’ Representative hereunder for the purposes of representing his shall deem necessary or its individual interests. Each appropriate in conjunction with any of the transactions contemplated by this Agreement, including, without limitation, the power: (i) to negotiate, execute and deliver all ancillary agreements (including the Escrow Agreement), statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that such Seller Parties shall execute and deliver any such documents which the Sellers’ Representative agrees to execute); (ii) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement and the transactions contemplated hereby; and (iii) to take all actions which under this Agreement and the transactions contemplated hereby may be taken by the Seller Parties and to do or refrain from doing any further act or deed on behalf of the Seller Parties which the Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the transactions contemplated hereby as fully and completely as such Seller Party could do if personally present. (b) The Sellers’ Representative will not be liable to the Sellers hereby authorizes for any action taken or omitted by the Sellers’ Representative as permitted under this Agreement and the transactions contemplated hereby, except if such action is taken or omitted in bad faith, by willful misconduct or due to gross negligence. The Seller Parties agree to indemnify, defend and hold the Sellers’ Representative harmless against, any loss, liability or expense incurred without willful misconduct, bad faith, gross negligence on the part of the Sellers’ Representative, arising out of his duties under this Agreement. (c) Notwithstanding anything to the contrary herein, (i) Greenbrook and Purchaser shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to this Agreement, and (ii) Greenbrook and Purchaser shall be fully protected and held harmless in dealing with the Sellers’ Representative under this Agreement and may rely upon the authority the Sellers’ Representative to act on his behalf of the Seller Parties without any liability to, or its behalf obligation to inquire of, any of the Seller Parties, irrespective of any dispute or disagreement between any of the Seller Parties, or between any of the Seller Parties and the Sellers’ Representative, including with respect to all matters arising under this Agreement requiring any payments made or contemplating the possibility of some notice to be sent made pursuant to this Agreement. Any payment by Greenbrook or from, or some action Purchaser to be taken by, the Sellers, including acting as the Sellers’ representative for the purpose of settling on behalf of the Sellers any claims made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3, approving any waivers or amendments in accordance with Section 13.6, but excluding the settling of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, the holders of a majority in interest of the Interests owned immediately prior Seller Parties to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by the Sellers’ Representative and 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 or writings given or executed by the Sellers’ Representative. Buyer shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the Sellers’ Representative. (b) In performing his duties under this Agreement, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder or thereunder, (i) the Sellers’ Representative shall not assume any, and shall incur no, responsibility whatsoever to any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Sellers’ Representative shall be entitled to rely 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’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative extent authorized under this Agreement shall survive be considered a payment by Greenbrook and Purchaser to the Initial Closing, any Subsequent Closing and/or any termination of this Agreementapplicable Seller Parties.

Sellers’ Representative. (a) Each 11.1 The Represented Sellers and the Company hereby acknowledge and agree that, by virtue of the approval of the transactions contemplated by this Agreement by the Represented Sellers hereby appoints and without further action of any of the Represented Sellers or the Company, Dr. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ is hereby irrevocably appointed as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative and shall have full power and authority, for the benefit of the Represented Sellers as the exclusive agent and true and lawful attorney-in-fact to act on his or its behalf with respect to all matters arising of each Represented Seller under this Agreement requiring or contemplating Agreement, in connection with, and to facilitate the possibility of some notice to be sent to or from, or some action to be taken byconsummation of, the Sellerstransactions contemplated by this Agreement. Such agency and appointment includes the power and authority, including acting as the Sellers’ representative for the purpose of settling on behalf Representative may deem necessary or desirable in his sole discretion: (a) to negotiate, execute and deliver such waivers, consents and amendments (other than any written consent of the Represented Sellers adopting this Agreement or appointing the Sellers’ Representative) under this Agreement and the consummation of the transactions contemplated by this Agreement; (b) to refrain from enforcing any claims made by Buyer under Section 12.1(a)(i), representing right of the Represented Sellers arising out of or in any indemnification proceedings under Section 12.3way relating to this Agreement; provided, approving any waivers or amendments however, that no such failure to act, except as otherwise expressly provided in accordance with Section 13.6this Agreement, but excluding the settling shall be deemed a waiver of any claims made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) such right or interest by the Sellers’ Representative on his or its behalf pursuant the Represented Sellers unless such waiver is a writing signed by the Sellers’ Representative or waiving party; (c) as the Sellers’ Representative, to enforce and protect the interests and rights of the Represented Sellers and the rights and interests of such persons arising out of or in any manner relating to this Agreement and the transactions contemplated by this Agreement. If , and to take any and all actions under this Agreement for and on behalf of the Represented Sellers, including, consenting to, compromising or settling any reason such claims, negotiating with the Buyer and its representative regarding such claims, and, in connection therewith, to (i) investigate, contest, defend or litigate any claim, action, proceeding or investigation initiated by the Buyer, against the Sellers’ Representative and/or any of the Represented Sellers, and receive process on behalf of any or all Represented Sellers therefor and compromise or settle, and give receipts, releases and discharges with respect to, any such claim, action, proceeding or investigation; (ii) assert any claim or institute any action, proceeding or investigation; (iii) settle or compromise any claims asserted under this Agreement; (iv) file any proofs of debt, claims and petitions; and (v) file and prosecute appeals from any decision, judgment or award rendered in any such action, proceeding or investigation, provided that the Sellers’ Representative shall be unable not have any obligation to perform its duties hereunder as take any such actions, and shall not have any liability for the failure to so take any such action; (d) assert any claim or institute any action, proceeding or investigation; and (e) to make, execute, and deliver all such other agreements, payments, receipts, guarantees, endorsements, notices, requests, instructions, certificates, letters, stock powers, and other writings, and, in general, to do any and all things and to take any and all action that the Sellers’ Representative, in its sole and absolute discretion, may deem necessary, proper or convenient in connection with or to carry out the transactions contemplated by this Agreement or otherwise in connection with the subject matter of this Agreement. Notwithstanding the foregoing, the Sellers’ Representative shall have no obligation to act on behalf of the Represented Sellers, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Sellers’ Representative in any ancillary agreement, schedule, exhibit or the Disclosure Letters. The Sellers’ Representative may be changed by the holders of a majority in interest of the Interests owned immediately Represented Sellers as determined by the Sale Shares of each Represented Seller set forth in Schedule 1 upon not less than ten (10) days’ prior written notice to all of the Initial Closing shall appoint a replacement Sellers’ RepresentativeRepresented Sellers and to Buyer. Buyer shall be entitled to rely exclusively upon any communications or writings given or executed by If the Sellers’ Representative and shall not resign, a replacement shall be liable in any manner whatsoever for any action taken or not taken in reliance upon the actions taken or not taken or communications or writings given or executed promptly named by the Sellers’ Representativeholders of a majority in interest of the Represented Sellers as determined by the Sale Shares of each Represented Seller set forth in Schedule 1. Buyer No bond shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by required of the Sellers’ Representative. (b) In performing his duties under this Agreement11.2 The Represented Sellers shall indemnify, defend and in exercising or failing to exercise all or any of the powers conferred upon hold harmless the Sellers’ Representative hereunder from and against any and all losses, claims, damages, liabilities, fees, costs, expenses (including fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or thereunderamounts paid in settlement (collectively, (ithe “Sellers’ Representative Expenses”) incurred without gross negligence or wilful misconduct on the part of the Sellers’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder. Such Sellers’ Representative Expenses may be recovered from any distribution or other amounts otherwise distributable to the Represented Sellers and directly from the Represented Sellers. The Represented Sellers acknowledge that the Sellers’ Representative shall not assume any, and shall be required to expend or risk its own funds or otherwise incur no, responsibility whatsoever to any Seller by reason financial liability in the exercise or performance of any error in judgment of its powers, rights, duties or other act privileges or omission performed or omitted hereunder or in connection with pursuant to this Agreement, or the transactions contemplated hereby or thereby. Furthermore, the Sellers’ Representative shall not be required to take any action unless the Sellers’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Sellers’ Representative against the costs, expenses and liabilities which may be incurred by the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the Representative in performing such actions. The Sellers’ Representative shall be entitled to: (i) rely upon Schedule 1, (ii) rely upon any signature believed by it to rely be genuine, and (iii) reasonably assume that a signatory has proper authorisation to sign on behalf of the advice of counsel, public accountants applicable Represented Seller or other independent experts experienced in party. 11.3 All of the matter at issueindemnities and immunities granted to the Sellers’ Representative under this Agreement shall survive Completion, and any error in judgment the resignation or other act or omission removal of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to Representative, and/or any Seller unless by the Sellers’ Representative’s gross negligence or willful misconducttermination of this Agreement. All of the indemnities, immunities and powers granted to the Sellers’ Representative under this Agreement (i) are coupled with an interest, shall be irrevocable and shall survive the Initial Closingdeath, incompetency, bankruptcy or liquidation of any Subsequent Closing and/or Represented Seller and shall be binding on any termination successor thereto and (ii) shall survive the consummation of the transactions contemplated by this Agreement. Any action taken by the Sellers’ Representative pursuant to the authority granted hereunder or otherwise under this Agreement shall be effective and absolutely binding on each Represented Seller and such Represented Seller’s successors as if expressly confirmed and ratified in writing by such Represented Seller notwithstanding any contrary action of or direction from such Represented Seller, and all defences which may be available to any Represented Seller to contest, negate or disaffirm the action of the Sellers’ Representative taken in good faith under this Agreement are waived. 11.4 The Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Sellers’ Representative pursuant to this Agreement, all of which actions or omissions shall be legally binding upon the Represented Sellers, and the Buyer shall have no obligation to monitor or supervise the performance of the obligations of the Sellers’ Representative. The Buyer shall not be liable to any of the Sellers for any action taken or omitted to be taken by the Sellers’ Representative.

Sellers’ Representative. (a) Each Sellers have agreed that it is desirable to designate a representative to act on behalf of the Sellers for certain limited purposes, as specified herein. Each Seller hereby appoints ▇▇▇▇ ▇▇▇▇▇ as Seller’s Representative hereunder for the purposes of representing his or its individual interests. Each of the Sellers hereby authorizes the Sellers’ Representative to act as the such Seller’s true and lawful attorney-in-fact with full power of substitution to (i) determine the Final Purchase Price and to pay Sellers’ expenses in connection with the determination of the Final Purchase Price, (ii) execute and deliver the Escrow Agreement on his behalf of Sellers and take all actions contemplated by the Escrow Agreement on behalf of Sellers, (iii) execute all documents and take all other actions that may be necessary, convenient or its behalf appropriate to facilitate the consummation of the transactions contemplated by this Agreement, (iv) make all determinations, elections, consents, notices, agreements and other actions permitted or required under or pursuant to this Agreement and the Escrow Agreement, (v) administer this Agreement and the Escrow Agreement, (vi) amend or waive any term of this Agreement and the Escrow Agreement, (vii) settle, compromise or otherwise resolve any claim or dispute under or with respect to all matters arising under this Agreement requiring or contemplating and the possibility of some notice to be sent to or from, or some action to be taken by, the SellersEscrow Agreement, including acting as any claim for indemnification asserted pursuant to Article VIII, and (viii) otherwise exercise all rights of the Sellers’ representative for the purpose of settling Sellers and otherwise act on behalf of the Sellers any claims under this Agreement and the Escrow Agreement or in connection with the transactions contemplated by this Agreement and the Escrow Agreement, in each case as if the applicable Seller had personally done such act. (b) All determinations, elections, consents, notices, agreements and other actions permitted or required to be made by Buyer under Section 12.1(a)(i), representing the Sellers in any indemnification proceedings under Section 12.3this Agreement, approving any waivers the Escrow Agreement or amendments in accordance with Section 13.6, but excluding the settling of any claims transactions contemplated hereby or thereby shall be made by Buyer under Section 12.1(a)(ii) against a Seller. Except as aforesaid, each Seller hereby agrees to be bound by any and all notices sent and actions taken (and notices not sent and actions not taken) exclusively by the Sellers’ Representative on his or its behalf pursuant to this Agreement. If for any reason of the Sellers’ Representative shall be unable to perform its duties hereunder as Sellers’ Representative, . (c) Buyer and the holders of a majority in interest of the Interests owned immediately prior to the Initial Closing shall appoint a replacement Sellers’ Representative. Buyer Escrow Agent shall be entitled to rely exclusively upon any communications document or writings given or executed other paper delivered by the Sellers’ Representative as (i) genuine and correct, and (ii) having been duly signed or sent by the Sellers’ Representative, and neither the Buyer nor Escrow Agent shall not be liable in to any manner whatsoever Seller for any action taken or not omitted to be taken by Buyer or the Escrow Agent in reliance upon the actions taken or not taken or communications or writings given or executed such reliance. (d) Any expenses incurred by the Sellers’ Representative in connection with the performance of Sellers’ Representative. Buyer ’s duties under this Agreement shall be entitled to disregard any notices or communications given or made by any Seller, in his or its individual capacity, which is contrary to a notice or communication given or made by the personal responsibility of the Sellers’ Representative. (be) In performing his duties under this AgreementThe Sellers’ Representative may resign at any time, and in exercising or failing to exercise all or any of the powers conferred upon the Sellers’ Representative hereunder may be removed by the unanimous vote of Sellers. In the event that the Sellers’ Representative has resigned or thereunderbeen removed, (i) a new Sellers’ Representative shall be appointed by the vote of Sellers, such appointment to become effective upon the written acceptance thereof by the new Sellers’ Representative; provided that no resignation or removal of the Sellers’ Representative shall not assume any, be effective until such time as the new Sellers’ Representative has been effectively appointed and notice of such appointment has been delivered to Buyer. The Sellers’ Representative shall incur no, responsibility whatsoever at all times be entitled to rely on any Seller by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, unless by directions received from the Sellers’ Representative’s gross negligence or willful misconduct, and (ii) the . The Sellers’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem reasonably necessary in connection with exercising its powers and performing its functions hereunder and (in the absence of bad faith on the part of the Sellers’ Representative) shall be entitled to conclusively rely on the opinions and advice of counsel, public accountants such Persons. (f) Buyer and its Affiliates shall be entitled to deal exclusively with the Sellers’ Representative with respect to all matters with respect to the Sellers (in their capacities as such) arising under or other independent experts experienced in related to this Agreement or the matter at issueEscrow Agreement or any of the transactions contemplated hereby. Buyer and its Affiliates shall be entitled to rely upon, and shall be fully protected in relying upon, any error in judgment act or omission of, or any other exercise of power or authority by, the Sellers’ Representative without independent investigation. Neither Buyer nor any of its Affiliates shall have any liability to any Seller or any other constituencies for any act or omission of the Sellers’ Representative pursuant to such advice shall in no event subject the Sellers’ Representative to liability to any Seller unless by the Sellers’ Representative’s gross negligence or willful misconduct. All of the immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Initial Closing, any Subsequent Closing and/or any termination of this Agreement.