Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with full power of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By The Sellers hereby appoint the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, Sellers Representative as its true and lawful agent and attorney-in-factattorney in fact for and on behalf of the Sellers, with full power of substitution to act in each Seller’s namebe effective on and after the Closing, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute interpret the terms and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter provisions of this Agreement and the TransactionAncillary Agreements, as fully (ii) execute, deliver and completely as such Seller could do if presentreceive deliveries of all agreements, including make certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement, the Ancillary Agreements and the consummation of the Transactions, (iii) receive service of process in connection with any determination pursuant to Sections 2.06claims under this Agreement, and take any action pursuant to Article IX (and to iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of any proceedings, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counselproceedings, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA the Sellers Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) make any determinations and settle any matters related to any Tax matters pursuant to Section 7.15 (and under the Tax Receivable Agreement), (vii) administer, pay out, deduct, hold back or redirect any funds, which may be payable or distributable to any Sellers pursuant to the terms of this Agreement or any Ancillary Agreement for, (A) any amount that may be payable by the Sellers pursuant to this Agreement, including Section 7.15 or (B) any costs, fees, expenses and other liabilities incurred by the Sellers Representative, acting in such capacity, in connection with this Agreement and the Ancillary Agreements, and (viii) take all actions necessary or appropriate in the judgment of the foregoingSellers Representative on behalf of the Sellers in connection with this Agreement and the Ancillary Agreements. (b) The appointment Sellers Representative, or any successor hereafter appointed, may resign at any time by written notice to SPAC and Sponsor, and may be removed at any time (and a replacement Sellers Representative may be appointed) with the vote or written consent of ISA ▇▇▇▇▇▇▇ that held at least a majority of the Company Interests as agent of immediately prior to the Closing. Any change in the Sellers Representative will become effective upon notice to SPAC and Sponsor in accordance with this Section 10.13. All power, authority, rights and privileges conferred in this Agreement to the Sellers Representative will apply to any successor Sellers Representative. (c) Notwithstanding anything to the contrary in this Agreement or any Transaction Document, (i) the Sellers Representative will not be liable for any act done or omitted under this Agreement as Sellers Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith, (ii) SPAC agrees that it will not look to the assets of the Sellers Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Company or Sellers, as the case may be and (iii) in performing any of its duties under this Agreement or any Ancillary Agreements, the Sellers Representative will not be liable to the Sellers or any other person for any losses that any such person may incur as a result of any act, or failure to act, by the Sellers Representative under this Agreement or any Ancillary Agreements, and the Sellers Representative will be indemnified and held harmless by SPAC and OpCo, jointly and severally, for all losses, except to the extent that the actions or omissions of the Sellers Representative constituted Fraud, gross negligence or willful misconduct. The limitation of liability provisions of this Section 10.13(c) will survive the termination of this Agreement, any Ancillary Agreement and the resignation of the Sellers Representative. (d) SPAC and Sponsor shall be deemed entitled to rely exclusively upon any notices and other acts of the Sellers Representative relating to the Sellers’ rights and obligations hereunder as being legally binding acts of each Seller individually and collectively. (e) The grant of authority providing for in this Section 10.13 (i) is coupled with an interest and shall be irrevocable and Buyersurvive the death, its Affiliates incompetency, bankruptcy or liquidation of any Seller and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of themii) shall constitute notice to survive the Sellers. ISA shall act for Closing. (f) In the Sellers on all matters event of any conflict or inconsistency of any term or provision set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest Section 10.13 and any of the Sellers and consistent with its obligations under this terms or provisions of any Ancillary Agreement. (c) All actions, decisions and instructions of ISA taken, made such conflict or given pursuant to the authority granted to ISA pursuant inconsistency shall be resolved by giving precedence first to this Section 2.07 10.13, which shall be conclusive prevail and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest control in any such conflict or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISAinconsistency. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. Each Seller hereby appoints the S▇▇▇▇ ▇▇▇▇▇▇▇▇ as his representative (a) By the execution "Sellers' Representative"). The Sellers' Representative shall have full power and delivery authority to act on behalf of each individual Seller with respect to all matters pertaining to this Agreement including, but not limited to, the grant or request of waivers of any requirement of this Agreement, the giving or acceptance of any notice permitted or required to be given under this Agreement and the execution of any amendment to this Agreement excepting only such amendments as would materially reduce the Purchase Price. For purposes of the foregoing, each Seller hereby irrevocably constitutes and appoints ISA, Sellers' Representative with full power and by its signature hereto ISA hereby accepts such appointment, authority as its Seller's true and lawful agent and attorney-in-attorney in fact, with full power of substitution to act and authority in each Seller’s 's name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing.. The foregoing grant of authority: (ba) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable is a special power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISAinterest, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA.is irrevocable; (db) ISA shall not may be liable exercised by such attorney in fact by executing any agreement, certificate, instrument or document with a single signature as attorney in fact for Seller; and Each Seller hereby agrees to be bound by all the representations of Seller's attorney-in-fact and waives any and all defenses which may be available to Seller for any action taken by ISA pursuant to contest, negate or disaffirm the actions of such attorney in fact under this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconductpower of attorney, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving hereby ratifies and confirms all acts which said attorney in fact may take as Sellers’ representative hereunder. ISA is serving attorney in the capacity fact hereunder in all respects as representative of the Sellers hereunder solely for purposes of administrative conveniencethough performed by Seller.

Sellers’ Representative. (a) By Seller’ Representative hereby certifies that it has been nominated, constituted and appointed as the execution agent, agent for service of process and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its the true and lawful agent and attorney-in-factfact of each Seller, individually, and all Sellers, collectively, with full power of substitution substitution, to act in each Seller’s the name, place and stead of any Seller with respect to or in connection with any matter under this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the TransactionAgreement, including the power: exercise of the power to (i) to execute execute, deliver, acknowledge, certify and deliver all ancillary agreementsfile (in the name of Sellers, certificates any Seller or otherwise) any documents or consents and documentsotherwise take any actions, and make or receive any payments or disbursements, that Sellers’ Representative may, in its sole discretion, determine to make representations and warranties thereinbe necessary, desirable or appropriate, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters any matter contemplated in Section 2.4, Section 2.5, Article VII, Section 9.3 or Section 9.8 (including negotiating, entering into compromises or settlements of and things set forth resolving any dispute or necessary litigation with respect to any such matters); and (ii) give and receive notices and communications under this Agreement 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 Transaction and to take all actions reasonably necessary death, incapacity, dissolution or appropriate in the good faith judgment liquidation of ISA for the accomplishment of any or all of the foregoingeach Seller. (b) The appointment A decision, act, consent or instruction of ISA as agent Sellers’ Representative shall constitute a decision of the Sellers shall be deemed coupled with an interest and shall be irrevocable final, binding and conclusive upon Sellers. Buyer, its Affiliates the Company and the Subsidiaries are hereby relieved from any other Liability to any Person may for any acts done by them in accordance with such decision, act, consent or instruction of Sellers’ Representative. Notwithstanding anything to the contrary contained in this Agreement, Buyer (and, if applicable, any Buyer Indemnified Party) shall be entitled to (i) deal exclusively with Sellers’ Representative on all matters relating to Section 2.4, Section 2.5, Article VII, Section 9.3 or Section 9.8 and (ii) rely conclusively and absolutely rely, (without inquiry, upon further evidence of any action of ISA kind whatsoever) on any document executed or purported to be executed on behalf of the Sellers (any Seller by Sellers’ Representative, and on any other action taken or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion purported to be in the best interest taken on behalf of the Sellers and consistent with its obligations under this Agreementany Seller by Sellers’ Representative, as fully binding upon such Seller. (c) All actions(i) Sellers’ Representative may at any time, decisions upon thirty (30) days prior written notice to Buyer and instructions Sellers, resign and designate a replacement Sellers’ Representative, or (ii) if Sellers’ Representative shall dissolve or liquidate or otherwise become unable to fulfill its responsibilities as representative of ISA takenSellers, made or given pursuant then Sellers holding a majority of the Stock prior to the authority granted 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 ISA pursuant the preceding clauses (i) and (ii), such changes to this Section 2.07 Sellers’ Representative shall be conclusive and binding effective upon the Sellerslater of the date indicated in such notice or the date such notice is received by Buyer; provided, the Sellers shall not have the right to objectfurther, dissentthat until such notice is received, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such the decisions, actions, decisions consents and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as prior Sellers’ representative hereunderRepresentative as described in Section 9.12(b). ISA is serving in the capacity as representative of the Sellers hereunder solely Any such successor shall become “Sellers’ Representative” for purposes of administrative conveniencethis 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 there is no Sellers’ Representative at any time, all references herein to Sellers’ Representative shall be deemed to refer to the number of Sellers holding a majority of the Stock prior to the Closing.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints ISAMichael A.J. Farrell as suc▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇▇▇▇▇ative (the "Representative"), and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact and agent, with full power of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf of such Seller in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and to execute all such documents, as ISA such Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the TransactionAgreement, including including, without limitation, the power: (i) to execute and deliver take all ancillary agreements, certificates and documents, and to make representations and warranties thereinaction, on behalf of each Seller that ISA deems such Seller, necessary or appropriate desirable in connection with the consummation waiver of any condition to the obligations of the TransactionSellers to consummate the transactions contemplated by this Agreement; (ii) to take all action, on behalf of such Seller, necessary or desirable with respect to Section 1.9 through 1.11; (iii) to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any claim on behalf of such Seller, to bring and transact matters of litigation and to refer matters to arbitration; (iv) to terminate this Agreement, on behalf of such Seller, if the Sellers are entitled to do so; (v) to give and receive all notices and communications to, on behalf of such Seller, be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement, including service of process in connection with arbitration; and (vi) to take all actions which under this Agreement may be taken by the Representative and to do or refrain from doing any further act or deed on behalf of each such Seller that ISA which Representative deems necessary or appropriate in his or its sole discretion relating to the subject matter of this Agreement (including the engagement of attorneys, accountants, financial advisors and agent at the Transaction, expense of the Sellers) as fully and completely as such Seller could do if personally present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) If Michael A.J. Farrell (or an▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ntative) dies or otherwise becomes incapacitated and unable to serve as Representative, Wellington T. Denahan shall become Rep▇▇▇▇▇▇▇▇▇▇e. The death or incapacity of any Seller shall not terminate the agency and power of attorney granted hereby to the Representative. The appointment of ISA as agent of the Sellers Representative shall be deemed coupled with an interest and shall be irrevocable and Buyerirrevocable. (c) Prior to the Closing, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf Sellers holding a majority of the Company Common Stock held by all Sellers (may on one or any one of them) in all matters related to or in connection with this Agreement more occasions designate a substitute Representative at which time the individual then acting as Representative shall no longer be the Representative and the Transactionsubstitute Representative shall be the Representative for all purposes under this Agreement. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for Following the benefit Closing, Sellers holding a majority of the Parent Common Stock held by all Sellers (may on one or any one of them) more occasions designate a substitute Representative at which time the individual then acting as Representative shall constitute notice to no longer be the Sellers. ISA Representative and the substitute Representative shall act be the Representative for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations purposes under this Agreement. (cd) All actionsEach Seller further agrees: (i) that in all matters in which action by Representative is required or permitted, decisions and instructions Representative is authorized to act on behalf of ISA takensuch Seller, made notwithstanding any dispute or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, disagreement among the Sellers shall not have or between the right to object, dissent, protest or otherwise contest the sameSellers and Representative, and Buyer Parent shall be entitled to conclusively rely on any and all such actionsaction taken by Representative under this Agreement without any liability to, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severableor obligation to inquire of, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns any of the Sellers. Neither Buyer nor ; (ii) that the power and authority of Representative, as described in this Agreement, shall continue in force until all rights and obligations of the Sellers under this Agreement shall have terminated, expired or been fully performed; (iii) to hereby forever release and discharge the Representative, the officers, directors, partners or employees of Representative, any of its or their respective Affiliates shall have and any liability or obligation with respect to or in connection with legal counsel and accountants for the acts or omissions Representative (collectively, the "Released Party") of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses and all claims and demands of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual and consequential, past, present and future, arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in any way connected with the capacity as representative actions of the Sellers hereunder solely Released Party in connection with fulfilling the role of Representative as contemplated by this Agreement; and (iv) to the extent permitted by Law, to indemnify and hold harmless the Released Party against any losses, claims, expense, cause of action, damages or liabilities (joint or several) to which the Released Party may become subject in connection with fulfilling the role of Representative as contemplated by this Agreement; and to reimburse any Person intended to be indemnified pursuant to this section for purposes of administrative convenienceany legal or other expenses as reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability or action.

Sellers’ Representative. (a) By the Each Seller, by virtue of his or its execution and delivery approval of this AgreementAgreement and acceptance of consideration hereunder, each Seller hereby irrevocably nominates, constitutes and appoints ISA▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ as the Sellers’ representative (the “Sellers’ Representative”) to act as agent, agent for service of process and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact of such Seller, with full power of substitution substitution, to (i) act in each Seller’s the name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement, the Escrow Agreement and any other Transaction Document and the Transaction transactions contemplated hereby and to thereby, (ii) take any and all actions reasonably necessary (whether prior to, contemporaneously with or appropriate after such nomination, constitution and appointment) and make any decisions required or permitted to be taken or made by the Sellers’ Representative under this Agreement, the Escrow Agreement or any other Transaction Document or any of the transactions contemplated hereby or thereby, including the exercise of the power to execute, deliver, acknowledge, certify and file (in the good faith judgment of ISA for the accomplishment name of any or all of the foregoingSellers or otherwise) any and all documents, (iii) take any and all actions that the Sellers’ Representative may, in his sole discretion, determine to be necessary, desirable or appropriate on or after the date of this Agreement, (iv) act on behalf of any Seller in any Action involving this Agreement, the Escrow Agreement or any other Transaction Document and the transactions contemplated hereby and thereby and (v) receive on behalf of, and distribute (after payment of any unpaid expenses chargeable to the Sellers in connection with the transactions contemplated by this Agreement, the Escrow Agreement and the Transaction Documents), all amounts payable to such Sellers under the terms of this Agreement or any other Transaction Document. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ hereby accepts his appointment as the Sellers’ Representative. (b) All notices delivered by Buyer following the Closing to the Sellers’ Representative (whether pursuant to this Agreement or otherwise) shall constitute notice to all Sellers. (c) The appointment power of ISA as agent of the Sellers shall be deemed attorney granted in this Section 8.13: (i) is coupled with an interest and is irrevocable, (ii) shall survive the death, incapacity, bankruptcy, dissolution or liquidation of each Seller and (iii) may be delegated by the Sellers’ Representative. (d) Without limiting the generality of Section 8.13(a) and notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents, Buyer shall be irrevocable entitled to deal exclusively with the Sellers’ Representative on all matters described in Section 8.13(a), and Buyereach Buyer Indemnified Party shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to Article VII, its Affiliates and shall be entitled to rely conclusively (without further evidence of any other Person may conclusively and absolutely rely, without inquiry, upon kind whatsoever) on any action of ISA document executed or purported to be executed on behalf of any Seller by the Sellers Sellers’ Representative, and on any other action taken or purported to be taken on behalf of any Seller by the Sellers’ Representative, as fully binding upon such Seller. (e) The Sellers’ Representative may at any time designate a replacement Sellers’ Representative and each Seller, by virtue of its or any one his execution of them) in all matters related to or in connection with this Agreement, approval of this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit acceptance of the Sellers (or any one of them) shall constitute notice consideration contemplated by this Agreement, hereby consents to such replacement Sellers’ Representative. If the Sellers. ISA shall act for ’ Representative dies, becomes disabled or otherwise is unable to fulfill his responsibilities as representative of Sellers, then the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest shall, within 30 days after such death or disability, appoint a successor representative and, promptly thereafter, notify Buyer of the Sellers and consistent with its obligations under identity of such successor. Any such successor shall upon such notice become the “Sellers’ Representative” for purposes of this Agreement. (cf) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 No bond shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns required of the Sellers’ Representative and the Sellers’ Representative shall receive no compensation for his services. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA The Sellers’ Representative shall not be liable to any Seller for any action act done or omitted hereunder as Sellers’ Representative while acting in good faith and in the exercise of his reasonable business judgment with respect to any matter arising out of or in connection with the acceptance or administration of his duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). The Sellers’ Representative shall be entitled to be indemnified by the Sellers for any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative with respect to any matter arising out of or in connection with the acceptance or administration of his duties hereunder. The Sellers’ Representative shall be entitled to recover from Sellers any out-of-pocket costs and expenses reasonably incurred by the Sellers’ Representative in good faith and in connection with actions taken by ISA the Sellers’ Representative pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, the Transaction Documents contemplated hereby (including the hiring of legal counsel and the Sellers shall indemnify ISA from any losses arising out incurring of or relating to ISA serving as legal fees and costs). The Sellers’ representative hereunder. ISA is serving in the capacity as representative Representative shall keep reasonably detailed records of the Sellers hereunder solely costs and expenses for purposes of administrative conveniencewhich he seeks reimbursement as herein provided.

Sellers’ Representative. (a) By The Sellers hereby appoint the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, Sellers’ Representative as its true and lawful agent and attorney-in-fact, with full power attorney in fact for and on behalf of substitution the Sellers to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute interpret the terms and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter provisions of this Agreement and the TransactionAncillary Agreements (other than the Employment Agreement and the Put-Call Agreements), as fully (ii) execute, deliver and completely as such Seller could do if presentreceive deliveries of all agreements, including make certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with this Agreement, the Ancillary Agreements (other than the Employment Agreement and the Put-Call Agreements) and the consummation of the transactions contemplated hereby, (iii) receive service of process in connection with any determination pursuant to Sections 2.06claims under this Agreement, and take any action pursuant to Article IX (and to iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of any Proceedings, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counselProceedings, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA the Sellers’ Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (vi) make any determinations and settle any matters related to any Tax matters pursuant to Article IX, the matters contemplated by Section 2.9, (vii) administer, pay out, deduct, hold back or redirect any funds (including any Earnout Shares and/or Earnout Company Units), which may be payable or distributable to any Sellers pursuant to the terms of this Agreement or any Ancillary Agreement (other than the Employment Agreement and the Put-Call Agreements) for, (A) any amount that may be payable by the Sellers pursuant to this Agreement, including Section 2.9 and Article IX or (B) any costs, fees, expenses and other liabilities incurred by the Sellers’ Representative, acting in such capacity, in connection with this Agreement and the Ancillary Agreements (other than the Employment Agreement and the Put-Call Agreements), and (viii) take all actions necessary or appropriate in the judgment of the foregoingSellers’ Representative on behalf of the Sellers in connection with this Agreement and the Ancillary Agreements (other than the Employment Agreement and the Put-Call Agreements). (b) The appointment Sellers’ Representative, or any successor hereafter appointed, may resign at any time by written notice to the Buyer and the Sponsor. Any change in the Sellers’ Representative will become effective upon notice to the Buyer and the Sponsor in accordance with this Section 11.3. The Sellers’ Representative so designated must be reasonably acceptable to the Buyer and the Sponsor, except that the Parties hereby agree that, subject to the Seller providing prior written notice to the Buyer and the Sponsor, any Seller will be acceptable to the Buyer and the Sponsor as a successor Sellers’ Representative. All power, authority, rights and privileges conferred in this Agreement to the Sellers’ Representative will apply to any successor Sellers’ Representative. (c) The Sellers’ Representative will not be liable for any act done or omitted under this Agreement as Sellers’ Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of ISA as agent counsel will be conclusive evidence of such good faith. The Buyer agrees that it will not look to the assets of the Sellers’ Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the RSI Companies or the Sellers, as the case may be. In performing any of its duties under this Agreement or any Ancillary Agreements (other than the Employment Agreement and the Put-Call Agreements), the Sellers’ Representative will not be liable to the Sellers for any losses that any such Person may incur as a result of any act, or failure to act, by the Sellers’ Representative under this Agreement or any Ancillary Agreements (other than the Employment Agreement and the Put-Call Agreements), and the Sellers’ Representative will be indemnified and held harmless by the Sellers for all losses, except to the extent that the actions or omissions of the Sellers’ Representative constituted fraud, gross negligence or willful misconduct. The limitation of liability provisions of this Section 11.3(c) will survive the termination of this Agreement and the resignation of the Sellers’ Representative. (d) The Buyer and the Sponsor shall be deemed entitled to rely exclusively upon any notices and other acts of the Sellers’ Representative relating to the Sellers’ rights and obligations hereunder as being legally binding acts of each Seller individually and collectively. (e) The grant of authority providing for in this Section 11.3 (i) is coupled with an interest and shall be irrevocable and Buyersurvive the death, its Affiliates incompetency, bankruptcy or liquidation of any Seller and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of themii) shall constitute notice to survive the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this AgreementClosing. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By Each Letter of Transmittal shall provide that the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful Sellers’ Representative shall be the agent and attorney-in-fact, fact for each Seller with full powers and authority (including full power of substitution substitution) to act in each Seller’s name, place and stead with respect on behalf of such Sellers regarding any matter relating to or under this Agreement and the Escrow Agreement, including for the purposes of (i) paying or accepting any funds due to or from Purchaser, the Merger Subs, the Surviving Merger Sub, the Surviving Company, Sellers or the Escrow Agent; (ii) making all determinations and taking all actions in connection with any action or payments contemplated by Sections 2.10 and 2.11 and Article XI; (iii) executing and delivering all agreements (including the Escrow Agreement), certificates, receipts, consents, elections, instructions and other documents (including any amendments thereto or waivers thereof) required or contemplated by, or deemed necessary or advisable by the Sellers’ Representative in its sole discretion in connection with this Agreement, the Escrow Agreement and the transactions contemplated hereby or thereby and (iv) taking all other things and to performing all other acts required or contemplated by, or deemed necessary or advisable by the Sellers’ Representative in its sole discretion in connection with, this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby. As the representative of Sellers under this Agreement and the Escrow Agreement, the Sellers’ Representative shall act as the agent for Sellers, shall have authority to bind Sellers in accordance with this Agreement and the TransactionEscrow Agreement, and Purchaser, the Merger Subs and the Escrow Agent may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon two (2) Business Days’ prior written notice to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement Purchaser or the TransactionEscrow Agent. Purchaser and the Escrow Agent may conclusively rely upon, and to do without independent verification or refrain from doing investigation, all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate decisions made by the Sellers’ Representative in connection with this Agreement or the TransactionEscrow Agreement, including the power: (i) to execute as applicable, in writing and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation signed by an officer of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf general partner of each Seller the Sellers’ Representative. Each Letter of Transmittal shall provide that ISA deems necessary or appropriate in its sole discretion relating all of the immunities and powers granted to the subject matter Sellers’ Representative thereby shall survive the Closing Date and/or any termination of this Agreement and or the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoingEscrow Agreement. (b) The appointment Sellers’ Representative shall have no liability to Purchaser or the Escrow Agent for any default under this Agreement or the Escrow Agreement, as applicable, by any of ISA as agent ▇▇ ▇▇▇▇▇▇▇, Management Blocker or the Company. Except for intentional common law fraud or willful misconduct on its part, the Sellers’ Representative shall have no liability to any of ▇▇ ▇▇▇▇▇▇▇, Management Blocker, the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and Company or any other Person may conclusively and absolutely rely, without inquiry, upon Seller under this Agreement or the Escrow Agreement for any action of ISA or omission by the Sellers’ Representative on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actionsAt the Closing, decisions the Sellers’ Representative Expense Amount shall be paid to an account specified by the Sellers’ Representative (the “Sellers’ Representative Expense Fund”) to enable the Sellers’ Representative to satisfy its obligations hereunder and instructions out of ISA takenwhich the Sellers’ Representative may cause to be paid, made or given pursuant reimburse itself for the payment of, the Sellers’ Representative Expenses incurred by the Sellers’ Representative in the performance or discharge of its duties. The Sellers’ Representative shall have sole and exclusive authority to disburse and pay amounts placed into the Sellers’ Representative Expense Fund. Each Letter of Transmittal shall provide that, from time to time after the Closing Date, in the event that the Sellers’ Representative determines that any then-remaining balance of the Sellers’ Representative Expense Fund is not sufficient to pay actual or anticipated Sellers’ Representative Expenses incurred by the Sellers’ Representative in the performance or discharge of its duties, each Seller shall be obligated, within ten (10) days after delivery of written notice from the Sellers’ Representative, to contribute to the authority granted Sellers’ Representative Expense Fund such Sellers’ pro rata portion (based on the consideration payable in the Mergers) of the aggregate additional amount to ISA pursuant to this Section 2.07 be deposited in the Sellers’ Representative Expense Fund as the Sellers’ Representative determines is necessary and which amount shall be conclusive and binding upon set forth in such written notice and, in addition, that the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer ’ Representative shall be entitled to conclusively rely on withhold funds from any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by payment to the Sellers to ISA, and shall be binding upon Seller’s hereunder or under the successors and assigns Escrow Agreement in the event that the Sellers’ Representative determines that any then-remaining balance of the Sellers. Neither Buyer nor any ’ Representative Expense Fund may not be sufficient to pay actual or anticipated Sellers’ Representative Expenses incurred by the Sellers’ Representative in the performance or discharge of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISAduties. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By Each Seller by executing this Agreement appoints ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the execution and delivery of this Agreement"Sellers' Representative") as his, each Seller hereby irrevocably constitutes and appoints ISA, and by her or its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with fact for the purposes set forth herein. The Sellers' Representative shall have the full and exclusive power of substitution and authority to act in each Seller’s 's name, place and stead with respect to or in connection with all matters relating to this Agreement, the Escrow Agreement and the Transactiontransactions contemplated hereby and thereby, and to act on each Seller’s behalf in any disputeincluding, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the powerwithout limitation: (i) to To modify, waive and amend, and execute and acknowledge and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter Buyer such modifications, waivers and amendments, to any provision of this Agreement and the TransactionEscrow Agreement as the Sellers' Representative shall approve, the approval of such amendments, waivers and modifications by the Sellers' Representative and all of the terms and conditions thereof to be conclusively evidenced by the execution and delivery of such amendments, waivers and modifications by the Sellers' Representative. (ii) To complete, modify, amend, execute, acknowledge and deliver all instruments, documents, certificates and instructions as fully the Sellers' Representative deems necessary in order to effect the transactions contemplated by this Agreement and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); andthe Escrow Agreement. (iii) to To retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), counsel in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction Escrow Agreement. (iv) To ask, demand, ▇▇▇ for, ▇▇▇▇, recover and receive all sums of money, debts, dues and other demands whatsoever which may be due, owing and payable to such Seller under the terms of this Agreement and the Escrow Agreement. (v) To negotiate, defend and settle all claims asserted by, and to resolve all disputes with, the Buyer or other Indemnified Parties with respect to this Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, including, without limitation, those arising in connection with any claim for indemnification, and to pay such persons any amounts due with respect to such claims. (vi) To receive all notices under this Agreement and the Escrow Agreement. (vii) To make any other decision or election or take all actions reasonably necessary or appropriate in any other action on behalf of such Seller relating to the good faith judgment subject matter of ISA for this Agreement, the accomplishment of any or all of Escrow Agreement and the foregoingtransactions contemplated hereby and thereby. (b) The This appointment of ISA as agent of the Sellers shall be deemed is coupled with an interest and shall is irrevocable until such time as all claims asserted by, and disputes with, the Buyer or other Indemnified Parties have been finally satisfied, waived or otherwise resolved, except that a successor or successors may be irrevocable appointed pursuant to Section 9.2(d) hereof. Subject to the terms and Buyerconditions hereof, its Affiliates any and any other Person may conclusively and absolutely rely, without inquiry, upon any all action of ISA on behalf of taken by the Sellers (or any one of them) in all matters related Sellers' Representative with respect to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) Escrow Agreement shall constitute notice to the Sellers. ISA shall act for the Sellers be binding on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreementeach Seller. (c) All actions, decisions and instructions of ISA taken, made or given pursuant Each Seller agrees to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon hold the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, ' Representative free and Buyer shall be entitled to conclusively rely on harmless from any and all such actionsloss, decisions cost, claim, expense, damage or liability which he may incur or sustain as a result of any action taken by him in good faith pursuant to his appointment as agent and instructions of ISA. The provisions of attorney-in-fact under this Section 2.07 are independent Agreement and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISAEscrow Agreement. (d) ISA The appointment of the Sellers' Representative as attorney-in-fact hereunder shall not be liable to effective until the last date upon which all claims for indemnification under Section 9.1 hereof have been resolved or the time for bringing any Seller for such claims has expired; and all disputes involving Buyer, the Company or any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers regarding any of the matters subject to indemnity have been resolved; provided, however, that in the event of the death or incapacity of the Sellers' Representative, the executor(s) of the Sellers' Representative's estate, or the Sellers' Representative's legal guardian, shall succeed to the duties of the Sellers' Representative hereunder, and shall act as attorney-in-fact and representative for the Sellers as if he were appointed attorney-in-fact and representative hereunder solely for purposes on the date of administrative conveniencesuch death or incapacity. At any time, Sellers holding in the aggregate 80% of the Shares may by written notice to the Buyer and the other Sellers remove the Sellers' Representative and appoint a new Sellers' Representative in his place.

Sellers’ Representative. (a) By the Each Seller by virtue of its execution and delivery of this AgreementAgreement (including a Joinder), each Seller the execution of the applicable Letters of Transmittal and/or its acceptance of any portion of the consideration contemplated by Section 2.01(g)(ii), hereby irrevocably nominates, constitutes and appoints ISAthe Sellers’ Representative as the exclusive agent, agent for service of process and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact of the Sellers, with full power of substitution substitution, to act in each Seller’s the name, place and stead of such Seller with respect to or in connection with this Agreement, the Escrow Agreement, and the Paying Agent Agreement and the TransactionJoinders, and authorizes and directs the Sellers’ Representative to take any and all actions and make any decisions required or permitted to be taken or made by any Seller under this Agreement, the Escrow Agreement, or the Paying Agent Agreement, including the exercise of the power to: (i) execute, deliver, acknowledge, certify and file (in the name of any or all of the Sellers or otherwise) any and all documents, including the Escrow Agreement and the Paying Agent Agreement, and to act on each Seller’s behalf take any and all actions that the Sellers’ Representative may, in any disputehis sole discretion, litigation or arbitration involving this Agreement or the Transactiondetermine to be necessary, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary desirable or appropriate in connection with this Agreement or the Transactionany matter covered herein, including in Section 2.05(b) (including negotiating, entering into compromises or settlements of and demanding arbitration with respect to any such matters covered in Section 2.05(b)); (ii) execute, deliver, acknowledge, certify and file (in the power: (iname of any or all of the Sellers or otherwise) to execute any and deliver all ancillary agreements, certificates and documents, documents and to make representations take any and warranties thereinall actions that the Sellers’ Representative may, on behalf of each Seller that ISA deems necessary in his sole discretion, determine to be necessary, desirable or appropriate in connection with the consummation of the Transaction; (ii) to do any claim for indemnification, compensation or refrain from doing any further act reimbursement under ARTICLE IX or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion otherwise relating to the subject matter of this Agreement; (iii) give and receive notices and communications under this Agreement, the Escrow Agreement and the TransactionPaying Agent Agreement, as fully and completely as such Seller could do if present, including make (iv) consent to any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect amendment to this Agreement, the Escrow Agreement and the Transaction Paying Agent Agreement and/or waiver of any claim or any power, right, privilege or remedy under this Agreement, the Escrow Agreement and to take all actions reasonably necessary or appropriate the Paying Agent Agreement, in the good faith judgment each case on behalf of ISA for the accomplishment any Seller, (v) incur any costs and expenses on behalf of any or all of the Sellers or otherwise, (vi) make all determinations which may be required or permitted by this Agreement, the Escrow Agreement and the Paying Agent Agreement, (vii) exercise such other rights, power and authority as are authorized, delegated or granted to the Sellers’ Representative hereunder or in any Joinder, and (viii) exercise such rights, power and authority as are incidental to the foregoing. The Sellers’ Representative hereby accepts his appointment as the Sellers’ Representative. Notwithstanding the foregoing, nothing in this Section 10.01 shall be deemed to be a grant of a power-of-attorney by [***] to execute any document, certification or similar instrument in the name of [***]. (b) The appointment power of ISA as agent of the Sellers shall be deemed attorney granted in this Section 10.01 (i) is coupled with an interest and shall is irrevocable; (ii) may be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of delegated by the Sellers Sellers’ Representative; (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of themiii) shall constitute notice to survive the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest death, incapacity, dissolution or liquidation of each of the Sellers and consistent with (iv) shall survive the delivery of an assignment by any Seller of the whole or any fraction of his, her or its obligations under interest in any amounts to the paid to such Seller following the Closing pursuant to this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant Notwithstanding anything to the authority granted to ISA pursuant to contrary contained in this Section 2.07 shall be conclusive Agreement, Buyer and binding upon its Affiliates (including any Indemnified Party and following the SellersClosing, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer Target Companies) shall be entitled to (i) deal exclusively with the Sellers’ Representative on all matters relating to this Agreement as contemplated herein, including Section 2.05(b) and ARTICLE IX, the Escrow Agreement, and the Paying Agent Agreement, and (ii) to rely conclusively rely (without further evidence of any kind whatsoever) on any document delivered, executed or purported to be executed on behalf of any Seller by the Sellers’ Representative, and on any other action, decision, instruction, consent or direction given or taken or purported to be given or taken on behalf of any Seller by the Sellers’ Representative (including any amendment, extension or waiver of this Agreement, the Escrow Agreement, or the Paying Agent Agreement as permitted hereunder or thereunder), as final, conclusive and fully binding upon such Seller as if such Seller had taken such actions. Each Seller, by virtue of its execution and delivery of this Agreement (including a Joinder), the execution of the applicable Letters of Transmittal and/or its acceptance of any portion of the consideration contemplated by Section 2.01(g)(ii), hereby agrees that 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 and his, her or its successors, as if such Seller and his, her, or its successors personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Seller’s or his, her or its successor’s capacity and all defenses which may be available to any such actionsSeller or any of his, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severableher or its successors to contest, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by negate or disaffirm the Sellers to ISA, and shall be binding upon the successors and assigns action of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability ’ Representative properly taken under this Agreement, the Escrow Agreement, the Paying Agent Agreement, or obligation with respect to or in connection with the acts or omissions of ISAJoinders are hereby irrevocably waived. (d) ISA The Sellers’ Representative may at any time designate a replacement Sellers’ Representative and each Seller, by virtue of his, her or its execution and delivery of this Agreement (including a Joinder), the execution of the applicable Letters of Transmittal and/or its acceptance of any portion of the consideration contemplated by Section 2.01(g)(ii), hereby consents to such replacement Sellers’ Representative. If the Sellers’ Representative shall dissolve or liquidate or otherwise become unable to fulfill his responsibilities as representative of the Sellers, then the Sellers shall, by vote of Sellers representing a majority of all Seller’s Sellers Percentage Interests, within 15 days after such dissolution, liquidation or other event, appoint a successor representative and, promptly thereafter, shall notify Buyer of the identity of such successor. Any such successor shall become the “Sellers’ Representative” for purposes of this Agreement. If for any reason there is no Sellers’ Representative at any time (including during such period after the dissolution, liquidation or other event), all references herein to the Sellers’ Representative shall be deemed to refer to the holders of a majority of the outstanding voting equity of Ghost Lifestyle, determined as of the date of this Agreement. (e) No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall receive no compensation for his services. The Sellers’ Representative shall not be liable to any Seller for any action act done or omitted hereunder as the Sellers’ Representative while acting in good faith and in the exercise of its reasonable business judgment with respect to any matter arising out of or in connection with the acceptance or administration of its duties hereunder or any Joinder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). The Sellers’ Representative shall be entitled to be indemnified by the Sellers, on a several (based on such Seller’s Seller Percentage Allocation) but not joint basis, for any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative with respect to any matter arising out of or in connection with the acceptance or administration of its duties hereunder. The Sellers agree to set aside [***] (“Sellers’ Holdback”) from the Closing Date Payments to pay for the reasonable out-of-pocket costs and expenses of Sellers’ Representative in good faith and in connection with actions taken by ISA the Sellers’ Representative pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, any Ancillary Agreement (including the hiring of legal counsel and the incurring of legal fees and costs). The Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as acknowledge that the Sellers’ representative hereunder. ISA is serving Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the capacity exercise or performance of any of its powers, rights, duties or privileges or administration of its duties as representative the Sellers’ Representative hereunder. (f) The Sellers’ Holdback shall be retained by the Sellers’ Representative for such time as the Sellers’ Representative shall determine in his sole discretion. As soon as practicable following the completion of the Sellers’ Representative’s responsibilities, the Sellers’ Representative will deliver the aggregate amount of funds constituting the remaining amount of the Sellers’ Holdback to each Seller (based on such Sellers’ Seller Percentage Allocation). (g) Each Seller, by virtue of its execution and delivery of this Agreement (including a Joinder), the execution of the applicable Letters of Transmittal and/or its acceptance of any portion of the consideration contemplated by Section 2.01(g)(ii), hereby agrees that notices or communications to or from the Sellers’ Representative shall constitute notice to or from the Sellers hereunder solely for purposes of administrative conveniencethis Agreement, the Escrow Agreement or the Paying Agent Agreement.

Sellers’ Representative. 24.1 Each Seller irrevocably and unconditionally appoints [***] (the “Sellers’ Representative”): (a) By the execution and delivery as their agent for service of this Agreementprocess in relation to any claims, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with full power disputes or proceedings arising out of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on Transaction Documents; (b) as their attorney in each such Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the powername to: (i) agree any amendment or variation to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, the terms of this Agreement (or any Transaction Document) on behalf of each Seller that ISA deems necessary the Sellers save for any amendment or appropriate in connection with the consummation variation of the TransactionConsideration or each Seller’s Proportion; (ii) to do or refrain from doing accept receipt of any further act or deed payments in respect of the Transaction on behalf of each Seller, hold any monies in respect of the Transaction on trust for each Seller that ISA deems necessary or appropriate and deal with any transfers of monies in its sole discretion relating to respect of the subject matter Transaction on behalf of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); andeach Seller; (iii) to retain legal counsel, accountants, consultants and other experts at conduct and/or deal with any Tax related matters opposite the expense of the Sellers, and incur Buyer and/or any other reasonable expenses (which shall be for the account of the Sellers), Tax Authority in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction or the Seller’s holding of shares or options in any Group Company; (iv) serve and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment accept delivery of any notice or all of other communication under the foregoing.Transaction Documents; (bv) The appointment grant or vary the terms of ISA as agent of the Sellers shall any approval or consent which may be deemed coupled with an interest and shall be irrevocable and Buyergiven, its Affiliates and or perform any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA by or on behalf of the Sellers (or any one of them) in all matters related to under or in connection with this Agreement any of the Transaction Documents; (vi) defend, compromise and settle any claim by the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of against the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement; and (vii) agree to the terms of that certain Subordination Agreement, dated on or about the date hereof, by and among the Sellers, the Buyer, FiscalNote, Inc. and Runway Growth Finance Corp., and any amendment thereto and affirmation thereof in connection with the Promissory Notes on behalf of the Sellers, in each case as the Sellers’ Representative in its absolute discretion thinks fit and to execute all such documents and do all things as the Sellers’ Representative shall, in its absolute discretion, consider necessary or desirable in connection with the above. 24.2 Each Seller acknowledges and agrees that: (a) it shall be bound by the actions of the Sellers’ Representative; (b) it shall promptly perform any obligations entered into by the Sellers’ Representative on its behalf; and (c) All actions, decisions and instructions of ISA taken, made any obligation to provide to or given pursuant serve on the Sellers anything will be discharged by provision to or service on the authority granted to ISA Sellers’ Representative alone. 24.3 If the person appointed in Clause 24.1 (or his successor as appointed pursuant to this Section 2.07 Clause 24.3) shall be conclusive and binding upon become incapable of performing the role of the Sellers’ Representative, the Sellers shall not have notify the right to objectBuyer of a successor within five Business Days, dissent, protest or otherwise contest failing which the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers appoint another Seller to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect ’ Representative by notice to or in connection with the acts or omissions of ISAeach Seller. 24.4 Nothing contained in this Clause 24 (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving Representative) shall affect the right of any party to serve process in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceany other manner permitted by law.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each The Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, ▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Seller’s Representative”) as its the Seller’s true and lawful agent agent, proxy and attorney-in-factattorney in fact and authorizes the Seller’s Representative, with full power of substitution to act acting for the Seller and in each the Seller’s name, place and stead with respect stead, in any and all capacities to do and perform every act and thing required or permitted to be done in connection with this Agreement and the TransactionTransactions, as fully and to act on each Seller’s behalf all intents and purposes as the Seller might or could do in any disputeperson, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the powerincluding: (i) to execute and deliver all ancillary agreements, certificates notices required to be delivered by the Seller under this Agreement and documents, and receive all notices required to make representations and warranties therein, on behalf of each be delivered to the Seller that ISA deems necessary or appropriate in connection with the consummation of the Transactionunder this Agreement; (ii) to do or refrain from doing take any further act or deed and all action on behalf of each the Seller that ISA deems from time to time as the Seller’s Representative may deem necessary or appropriate in its sole discretion relating desirable to the subject matter of defend, pursue, compromise or settle claims or disputes under this Agreement and the Transaction, as fully and completely as such Seller could do if presentAgreement, including make any determination pursuant to Sections 2.06, and take any action in respect of indemnification pursuant to Article IX (VIII and any adjustment to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect the Closing Payment pursuant to such claims); andSection 2.4; (iii) to retain legal counsel, engage and employ Representatives (including accountants, consultants legal counsel and other experts at the expense of the Sellers, professionals) and to incur any such other reasonable expenses (which shall be for the account of the Sellers), as he deems necessary or prudent in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all administration of the foregoing, it being understood and agreed by the Seller that the Seller shall promptly reimburse the Seller’s Representative for any such expenses incurred by the Seller’s Representative in his capacity as such; and (iv) to receive any and all deliveries of Purchaser pursuant to Section 2.4. (b) The appointment Seller grants 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, as fully and to all intents and purposes as the Seller might or could do in person, hereby ratifying and confirming all that the Seller’s Representative may lawfully do or cause to be done by virtue of ISA as agent of the Sellers this Section 6.10. Seller acknowledges and agrees that Purchaser shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon entitled to rely on any action of ISA taken by the Seller’s Representative on behalf of the Sellers (Seller, and that each such action shall be binding on Seller as fully as if the Seller had taken such action. The Seller, by executing this Agreement, agrees that such agency, proxy and power of attorney are coupled with an interest, and are therefore irrevocable without the consent of the Seller’s Representative and shall survive the bankruptcy of the Seller. The Seller acknowledges and agrees that, upon any delivery by the Seller’s Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by the Seller’s Representative or any one of them) in all matters related decisions made by the Seller’s Representative pursuant to this Section 6.10, the Seller shall be bound by such documents or in connection with this Agreement decision as fully as if the Seller had executed and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto such documents or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreementmade such decisions. (c) All actionsUpon the death, decisions and instructions disability or incapacity of ISA taken, made or given pursuant to the authority granted to ISA initial Seller’s Representative appointed pursuant to this Section 2.07 6.10, Seller shall appoint a replacement reasonably believed by Seller to be capable of carrying out the duties and performing the obligations of the Seller’s Representative hereunder within thirty (30) days. In the event that the Seller’s Representative resigns for any reason, the Seller shall similarly select another representative to fill such vacancy. Any substituted representative shall be conclusive and binding upon deemed the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and Seller’s Representative for all such actions, decisions and instructions of ISA. The provisions purposes of this Section 2.07 are independent Agreement and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISAother Transaction Document. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. Each of AR and JR (athe “Co-Owners”) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful CELLC the agent and attorney-in-fact, with full power fact of substitution to act such Co-Owner for the purposes of acting in each Seller’s name, place the name and stead with respect to of such Co-Owner in: (a) giving and receiving all notices permitted or in connection with required by this Agreement and the Transaction, and to act acting on each Sellersuch Co-Owner’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing hereunder for all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: purposes; (ib) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection dealing with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), Buyer in connection with all matters adjustments under Section 2 including, without limitation, all Title Defects, Environmental Defects and things set forth cures relating thereto and all Title Benefits, Casualties and accounting adjustments; (c) acting on such Co-Owner’s behalf under any other covenant, agreement or necessary provision of this Agreement; (d) agreeing with respect the Buyer as to any amendments to this Agreement PURCHASE AND SALE AGREEMENT 45 which CELLC may deem necessary or advisable, including but not limited to the extension of time in which to consummate the transactions contemplated by this Agreement, and the Transaction waiver of any closing conditions; (e) employing legal counsel; (f) paying any legal and to take any other fees and expenses incurred in consummating the transactions contemplated by this Agreement; and (g) making, executing, acknowledging, and delivering all such contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions reasonably which CELLC, in its sole discretion, may consider necessary or appropriate proper in connection with or to carry out the good faith judgment terms of ISA this Agreement, as fully as if such Co-Owners were personally present and acting. This power of attorney and all authority conferred hereby is granted and conferred subject to the interests of the other parties to this Agreement, and in consideration of those interests and for the accomplishment purpose of any or completing the transactions contemplated hereby, this power of attorney and all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and authority conferred hereby shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to terminated by the Co-Owners or by operation of law, whether by the incapacity of any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes Co-Owners or by the occurrence of administrative convenience.any other event. PURCHASE AND SALE AGREEMENT 46

Sellers’ Representative. (a) By the execution and delivery of Each Seller, by executing this Agreement, each Seller hereby does hereby, for itself or himself and its or his heirs, representatives and successors, irrevocably constitutes constitute and appoints ISAappoint ▇▇▇ ▇▇▇▇▇▇ as such Seller’s sole and exclusive agent, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact and representative (in such capacity, with full power of substitution the “Sellers Representative”) to act in each Seller’s name, place take any and stead with respect all actions required or permitted to be taken by the Sellers Representative or the Sellers under or in connection with this Agreement and the TransactionAgreement, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or for the Transaction, following additional purposes: (i) To execute and to do or refrain from doing all deliver such further acts waivers and things, and execute all such documents, as ISA shall deem necessary or appropriate consents in connection with this Agreement or any of the Transactiontransactions contemplated hereby as the Sellers Representative, including the power: (i) in his sole discretion, determines to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems be necessary or appropriate in connection with the consummation of the Transactiondesirable; (ii) To collect and receive all moneys and other proceeds and property payable to do the Sellers pursuant to the terms of this Agreement and, subject to the withholding of amounts necessary to pay expenses in accordance with Section 10.1, to cause the same to be disbursed to the Sellers; (iii) To enforce and protect the rights and interests of the Sellers or refrain from doing any further act of them arising out of or deed under or in any manner relating to this Agreement, any Related Agreement or any other agreement, document, instrument or certificate relating to the transactions contemplated hereby and, in connection therewith, to assert, institute, investigate, defend, contest, litigate, prosecute and appeal any claim with respect thereto; to compromise or settle any such claim on such terms as the Sellers Representative shall determine to be appropriate; and give receipts, releases and discharges on behalf of all of the Sellers with respect to any such claim; (iv) To refrain from enforcing any rights and interests of the Sellers arising out of or under or in any manner relating to this Agreement, any Related Agreement and each Seller that ISA deems necessary other agreement, document, instrument or appropriate in its sole discretion certificate relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims)transactions contemplated hereby; and (iiiv) to retain legal counselTo make, accountantsexecute, consultants acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, assignments, letters and other experts at writings, and, in general, to do any and all things on behalf of such Sellers and to take any and all action that the expense of the SellersSellers Representative, and incur any other reasonable expenses (which shall be for the account of the Sellers)in his sole discretion, may consider necessary, proper or convenient in connection with all matters and things set forth or necessary with respect to this Agreement and carry out the Transaction and to take all actions reasonably necessary or appropriate activities described in the good faith judgment of ISA for the accomplishment of any or all of the foregoingparagraphs (i) through (iv) above. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (ai) By not material and (ii) would be competitively harmful if publicly disclosed. DB2/ 42652053.3 1.1.1 Sellers and the execution Shareholders hereby designate ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Representative”) to serve as the sole and delivery exclusive representative of Sellers and the Shareholders with respect to those provisions of this Agreement and any Transaction Document that contemplate or permit action by the Representative. 1.1.2 In addition to the other rights and authority granted to the Representative elsewhere in this Agreement, each Seller hereby Sellers and the Shareholders collectively and irrevocably constitutes constitute and appoints ISAappoint the Representative as their agent, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, fact and representative with full power powers of substitution to act in each Seller’s the name, place and stead with respect of such Sellers and Shareholders to act from and after the date hereof and to do any and all things and execute any and all documents which may be necessary, convenient or in connection with appropriate to facilitate the consummation of the Transactions and the Transaction Documents, including: (i) execution of the documents and certificates pursuant to this Agreement and the TransactionTransaction Documents; (ii) receipt and forwarding of notices and communications pursuant to this Agreement and the Transaction Documents; (iii) administration of the provisions of this Agreement and the Transaction Documents; (iv) giving or agreeing to, on behalf of all or any of Sellers and the Shareholders, any and all consents, waivers, amendments or modifications deemed by the Representative to act on each Seller’s behalf in any dispute, litigation be necessary or arbitration involving appropriate under this Agreement or the Transaction, Transaction Documents and to do the execution or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem delivery of any documents that may be necessary or appropriate in connection therewith; (v) amending this Agreement or any Transaction Documents; (vi) defending and prosecuting, and agreeing to, negotiating, entering into settlements and compromises of, matters subject to indemnification hereunder; (vii) negotiating and compromising, on behalf of each Seller and Shareholder, any dispute that may arise under, and exercising or refraining from exercising any remedies available under, this Agreement or any other Transaction Document; (viii) engaging, and paying fees relating to, attorneys, accountants, agents or consultants on behalf of such Sellers and Shareholders in connection with this Agreement or the Transaction, including the power: any Transaction Document; and (iix) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take taking all actions reasonably necessary or appropriate in the good faith judgment of ISA the Representative for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent 1.1.3 A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of all Sellers shall be deemed coupled with an interest and Shareholders and shall be irrevocable final, binding and Buyerconclusive upon each Seller and Shareholder, its Affiliates and any other Person Buyer may conclusively and absolutely rely, without inquiry, rely upon any action of ISA on behalf decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each and every Seller and Shareholder. Buyer are hereby relieved from any liability to any Person (including Sellers (and the Shareholders and their respective Affiliates) for any acts done by it in accordance with such decision, act, consent or any one instruction of them) in all matters related the Sellers’ Representative. Notices or communications to or in connection with this Agreement and from the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) Sellers’ Representative shall constitute notice to the Sellers. ISA shall act or from each Seller and Shareholders for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest purposes of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions 1.1.4 The appointment of the Sellers’ Representative for Sellers and instructions of ISA taken, made the Shareholders hereunder shall be irrevocable by any Seller or given pursuant to the Shareholder in any manner or for any reason. This authority granted to ISA the Sellers’ Representative shall not be affected by the death, illness, dissolution, disability, incapacity or other inability to act of any Seller or Shareholder pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns Law. 1.1.5 All acts of the Sellers. Neither Buyer nor any ’ Representative hereunder in his capacity as such shall be deemed to be acts on behalf of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, Sellers and the Sellers shall indemnify ISA from any losses arising out Shareholders and not of or relating to ISA serving as the Sellers’ representative hereunderRepresentative individually. ISA [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is serving in both (i) not material and (ii) would be competitively harmful if publicly disclosed. DB2/ 42652053.3 1.1.6 The service by the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceSellers’ Representative shall be without compensation.

Sellers’ Representative. (a) By Each Seller constitutes and appoints Shareholder Representative Services LLC, a Colorado limited liability company as its representative (the “Sellers’ Representative”) and its true and lawful attorney in fact as of the Closing for all purposes in connection with this Agreement and any related agreements, including with full power and authority in its name and on its behalf: (i) to act on such Seller’s behalf in the absolute discretion of the Sellers’ Representative with respect to all matters relating to this Agreement, including execution and delivery of any amendment, supplement, or modification of this Agreement and any waiver of any claim or right arising out of this Agreement; (ii) in general, each 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 provisions of this Section 11.07. 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 irrevocably constitutes consents to the taking of any and appoints ISAall actions and the making of any decisions required or permitted to be taken or made by the Sellers’ Representative pursuant to this Section 11.07. (b) The Sellers’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or willful misconduct. In dealing with this Agreement and the Ancillary Documents and any instruments, agreements or documents relating thereto, 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 its signature hereto ISA hereby accepts reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement or any Ancillary Document, unless by the Sellers’ Representative’s actual fraud, 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 appointment, as its true and lawful agent and attorney-in-fact, with full power advice shall in no event subject the Sellers’ Representative to liability to any Seller or any other Person. The Sellers shall indemnify the Sellers’ Representative against any Losses arising out of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and any related agreements, in each case as such Loss is suffered or incurred; provided, that in the Transactionevent that any such Loss is finally adjudicated to have been caused by the gross negligence or willful misconduct of the Sellers’ Representative, and the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Loss to act on each Seller’s behalf in any dispute, litigation the extent attributable to such gross negligence or arbitration involving this Agreement or willful misconduct. Losses may be recovered by the Transaction, and to do or refrain Sellers’ Representative from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute the funds in the Expense Fund and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller other funds that ISA deems necessary or appropriate in its sole discretion relating become payable to the subject matter of Sellers under this Agreement and the Transaction, as fully and completely at such time as such Seller could do if present, including make any determination pursuant amounts would otherwise be distributable to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers; provided, and incur any other reasonable expenses (which shall be for the account of that while the Sellers)’ Representative may be paid from the aforementioned sources of funds, in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of does not relieve the Sellers shall from their obligation to promptly pay such Losses as they are suffered or incurred. In no event will the Sellers’ Representative be deemed coupled with an interest and shall be irrevocable and Buyer, required to advance its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA own funds on behalf of the Sellers (or any one of them) otherwise. Notwithstanding anything in all matters related to or in connection with this Agreement and to the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto contrary, any restrictions or otherwise) for limitations on liability or indemnification obligations of, or provisions limiting the benefit of recourse against non-parties otherwise applicable to, the Sellers (or any one of them) shall constitute notice set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. ISA shall act for The foregoing indemnities will survive the Sellers on all matters set forth in this Agreement in Closing, the manner ISA believes in its sole discretion to be in the best interest resignation or removal of the Sellers and consistent with its obligations under Sellers’ Representative or the termination of this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and . Buyer shall be entitled to conclusively rely on upon any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted document or other paper delivered by the Sellers to ISASellers’ Representative as being authorized by Sellers, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken or omitted to be taken by ISA pursuant Buyer based on such reliance. (c) At or prior to Closing, the Company will wire $75,000 (the “Expense Fund”) to the Sellers’ Representative, which will be used for any expenses incurred by the Sellers’ Representative. 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 hold these funds separate from its corporate funds 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 deliver any remaining balance to the Paying Agent for further distribution to the Sellers in accordance with each Seller’s applicable Pro Rata Percentage of the Closing Date Prorations. For tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Sellers at the time of Closing. (d) Until all obligations under this Agreement unless ISA has acted shall have been discharged (including all indemnification obligations under Article IX), Sellers who, immediately prior to the Closing, are entitled in bad faith the aggregate to receive more than fifty percent (50%) of the Purchase Price, may, from time to time upon notice to Buyer, appoint a new Sellers’ Representative upon the death, incapacity, or with gross negligence resignation of the Sellers’ Representative. The Sellers’ Representative may resign at any time. If, after the death, incapacity, or willful misconductresignation of the Sellers’ Representative, and a successor Sellers’ Representative shall not have been appointed by Sellers within fifteen (15) Business Days after a request by Buyer, Buyer may appoint a Sellers’ Representative from among the Sellers shall indemnify ISA from to fill any losses arising out vacancy so created by notice of or relating such appointment to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. Each of AR and JR (athe “Co-Owners”) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful CELLC the agent and attorney-in-fact, with full power fact of substitution to act such Co-Owner for the purposes of acting in each Seller’s name, place the name and stead with respect to of such Co-Owner in: (a) giving and receiving all notices permitted or in connection with required by this Agreement and the Transaction, and to act acting on each Sellersuch Co-Owner’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing hereunder for all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: purposes; (ib) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection dealing with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), Buyer in connection with all matters adjustments under Section 2 including, without limitation, all Title Defects, Environmental Defects and things set forth cures relating thereto and all Title Benefits, Gas Imbalances, Casualties and accounting adjustments; (c) acting on such Co-Owner’s behalf under any other covenant, agreement or necessary provision of this Agreement; (d) agreeing with respect the Buyer as to any amendments to this Agreement which CELLC may deem necessary or advisable, including but not limited to the extension of time in which to consummate the transactions contemplated by this Agreement, and the Transaction waiver of any closing conditions; (e) employing legal counsel; (f) paying any legal and to take any other fees and expenses incurred in consummating the transactions contemplated by this Agreement; and (g) making, executing, acknowledging, and delivering all such contracts, orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in general doing all things and taking all actions reasonably which CELLC, in its sole discretion, may consider necessary or appropriate proper in connection with or to carry out the good faith judgment terms of ISA this Agreement, as fully as if such Co-Owners were personally present and acting. This power of attorney and all authority conferred hereby is granted and conferred subject to the interests of the other parties to this Agreement, and in consideration of those interests and for the accomplishment purpose of any or completing the transactions contemplated hereby, this power of attorney and all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and authority conferred hereby shall be irrevocable and Buyershall not be terminated by the Co-Owners or by operation of law, its Affiliates and whether by the incapacity of any of the Co-Owners or by the occurrence of any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transactionevent. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the SellersPURCHASE AND SALE AGREEMENT 50 IN WITNESS WHEREOF, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to executed this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconducton the Execution Date. SELLERS: CHESAPEAKE EXPLORATION, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunderL.L.C., an Oklahoma limited liability company By: /s/ ▇▇▇▇▇▇▇ ▇. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Executive Vice President ARCADIA RESOURCES, L.P., an Oklahoma limited partnership By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer JAMESTOWN RESOURCES, L.L.C., an Oklahoma limited liability company By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, D▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ as its the representative true and lawful agent and attorney-in-fact, fact hereunder (“Sellers’ Representative”) of the Sellers (and of each of them) with full power of substitution to act in each Seller’s the name, place and stead of the Sellers (and of each of them) (i) with respect to the transfer of the Shares in accordance with the terms and provisions of this Agreement, (ii) to act on behalf of the Sellers (and each of them) in any litigation, arbitration or in connection with other action or proceeding under this Agreement and or otherwise arising out of the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and (iii) to do or refrain from doing all such further acts and things, things and to execute all such documentsdocuments and instruments, in each case, as ISA the Sellers’ Representative shall deem necessary or appropriate in connection with this Agreement or the Transaction. The power of the Sellers’ Representative under the foregoing appointment will include, including but not be limited to, the power: (i) to act for the Sellers with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim hereunder on behalf of the Sellers (or any of them) and to transact matters of any arbitration, litigation, action or other proceeding hereunder; (ii) to execute and deliver any and all ancillary agreements, certificates certificates, instrument and documents, and to make representations and warranties therein, on behalf of each Seller documents that ISA the Sellers’ Representative deems necessary or appropriate in connection with the consummation of the Transaction; (iiiii) to enter into one or more amendments to this Agreement or to waive one or more failure of the Buyer to comply with any obligation, covenant, agreement or condition contained in this Agreement; (iv) to do or refrain from doing any further act or deed on behalf of each Seller the Sellers that ISA the Sellers’ Representative deems necessary or appropriate in its his/her sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller the Sellers could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims)personally present or acting; and (iiiv) to retain legal counsel, accountants, consultants receive notices and other experts at the expense service of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), process in connection with all matters and things set forth any claims or necessary other Losses arising under or in connection with respect to this Agreement and or the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoingmatters contemplated hereby. (b) The appointment of ISA as agent herein of the Sellers Sellers’ Representative shall be deemed coupled with an interest and shall be irrevocable irrevocable, and Buyer, its Affiliates the Buyer and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or Sellers’ Representative in any one of them) in and all matters related referred to or in connection with this Agreement (including any and all matters with respect to the TransactionEscrow Agreement). All notices required to be made or delivered by the Buyer to ISA (whether pursuant hereto or otherwise) the Sellers shall be made to the Sellers’ Representative for the benefit of the Sellers (and the making or any one delivery thereof shall discharge in full all notice requirements of them) shall constitute notice the Buyer to the Sellers with respect thereto. The Sellers. ISA ’ Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner ISA the Sellers’ Representative believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. , but the Sellers’ Representative shall not be responsible to the Sellers (cor any of them) for any loss or damages any Seller may suffer by the performance by the Sellers’ Representative of his duties under this Agreement, other than loss or damage found by the final judgment of a court of competent jurisdiction or arbitrator (through binding arbitration) to arise from the Sellers’ Representative’s willful violation of the law or this Agreement or his bad faith in connection with his duties under this Agreement. All actions, decisions and instructions of ISA taken, made or given pursuant actions by the Sellers’ Representative (to the authority granted to ISA pursuant to extent authorized by this Section 2.07 Agreement) shall be conclusive and binding upon the all Sellers, the Sellers and no Seller shall not have the right to object, dissent, protest or otherwise contest the same. The Sellers’ Representative shall be entitled to engage such counsel, experts, consultants and Buyer other advisors and representatives as he shall deem necessary in connection with exercising his powers and performing his 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 any and all of such actions, decisions and instructions of ISAPersons. The provisions Sellers’ Representative may (but need not) consult with any Seller in connection with the Sellers’ Representative’s exercise of this Section 2.07 are independent his/her powers and severableperforming of his/her functions hereunder, and each Seller shall constitute an irrevocable power cooperate with and offer reasonable assistance to the Sellers’ Representative in connection with any of attorney coupled with an interest and surviving Bankruptcysuch exercise or performance. The Sellers’ Representative will have no liability to the Buyer, granted by the Company or the Sellers with respect to ISAactions taken or omitted to be taken solely in its capacity as the Sellers’ Representative, and shall except with respect to any Liability resulting primarily from the Sellers’ Representative fraud, intentional misconduct or intentional misrepresentation. The Sellers’ Representative will at all times be binding upon the successors and assigns of entitled to rely on any directions received from the Sellers. Neither Buyer nor In addition, each Seller shall defend and indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless from against any Loss arising out of its Affiliates shall have any liability or obligation with respect to or in connection with the acts acceptance or omissions administration of ISA. the Sellers’ Representative’s duties hereunder, other than loss or damage found by the final judgment of a court of competent jurisdiction or arbitrator (dthrough binding arbitration) ISA to arise from the Sellers’ Representative’s willful violation of the law or this Agreement or his bad faith in connection with his duties under this Agreement. Without limiting the scope or applicability of the foregoing sentence, each Seller agrees that the Sellers’ Representative shall not be liable to any Seller for any action taken apportionment or distribution of payments made by ISA pursuant to this Agreement unless ISA has acted the Sellers’ Representative in bad faith or with gross negligence or willful misconductgood faith, and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Seller to whom payment was due, but not made, shall be to recover from the other Sellers any payment in excess of the amount to which they are determined to have been entitled. (c) The Sellers’ Representative may be changed to a different natural person by the Sellers shall indemnify ISA from any losses arising out of or relating time to ISA serving as Sellerstime upon not less than thirty (30) days’ representative hereunder. ISA is serving in prior written notice to the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceBuyer.

Sellers’ Representative. (a) By approving the execution and delivery Merger or by delivering a Letter of this AgreementTransmittal and, if applicable, surrendering or delivering a Certificate or an affidavit in lieu thereof to the Paying Agent, in exchange for the Merger Consideration to be paid in accordance with Section 2.8 or Section 2.9, each Seller irrevocably approves the constitution and appointment of, and hereby irrevocably constitutes and appoints ISAShareholder Representative Services LLC as the sole, and by its signature hereto ISA hereby accepts such appointmentexclusive, as its true and lawful agent agent, representative and attorney-in-fact, with full power fact of substitution to act in all Sellers and each Seller’s name, place and stead of them as of Closing (the “Sellers’ Representative”) with respect to any and all matters relating to, arising out of, or in connection with with, this Option Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transactionrelated agreements, including the powerfor purposes of taking any action or omitting to take any action on behalf of Sellers hereunder to: (i) act for Sellers with regard to all matters pertaining to indemnification under this Option Agreement, including the power to defend, compromise, or settle any claims and to otherwise prosecute or pursue any litigation claims; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (ii) execute and deliver all ancillary agreementsamendments, waivers, Ancillary Agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller documents that ISA the Sellers’ Representative deems necessary or appropriate in connection with the consummation of the Transactiontransactions contemplated by this Option Agreement; (iiiii) to do or refrain from doing any further act or deed on behalf of each Seller Sellers that ISA the Sellers’ Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Option Agreement and the Transaction, as fully and completely as such Seller Sellers could do if personally present, including make ; (iv) give or receive notices to be given or received by Sellers under this Option Agreement or any determination Ancillary Agreement (except to the extent that this Option Agreement expressly contemplates that any such notice shall be given or received by each Seller individually); (v) receive service of process in connection with any claims under this Option Agreement; (vi) administer the defense or settlement of any disputes regarding the Closing Payment adjustment pursuant to Sections 2.06, Section 2.15 and take agreeing to or negotiating the Final Closing Payment; (vii) administer the defense or settlement of any action disputes regarding the Contingent Payments pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims)Section 2.13; and (iiiviii) give any written direction to retain legal counselthe Paying Agent. All actions, accountantsnotices, consultants communications and other experts at determinations by or on behalf of Sellers shall be given or made by the expense Sellers’ Representative and all such actions, notices, communications and determinations by the Sellers’ Representative shall conclusively be deemed to have been authorized by, and shall be binding upon, any of the and all Sellers, and incur any other reasonable expenses (which no Seller shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same. (b) If the Sellers’ Representative resigns, and Buyer shall be entitled to conclusively rely on any and all such actionsdies or becomes legally incapacitated, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns then a majority of the Sellers, based on their Pro Rata Percentage, promptly shall designate in writing to FibroGen a single individual to fill the Sellers’ Representative vacancy as the successor Sellers’ Representative hereunder. Neither Buyer nor If at any time there shall not be a Sellers’ Representative or Sellers fail to designate a successor Sellers’ Representative, then FibroGen may have a court of competent jurisdiction appoint a Sellers’ Representative hereunder. A majority of the Sellers, based on their Pro Rata Percentage, may also replace the Person serving as the Sellers’ Representative from time to time and for any reason upon at least [*] prior written notice to FibroGen. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (c) Certain Sellers have entered into an engagement agreement with the Sellers’ Representative to provide direction to the Sellers’ Representative in connection with its Affiliates services under this Option Agreement, the other Ancillary Agreements to which the Sellers’ Representative is or will be a party. The Sellers’ Representative shall have act for Sellers on all of the matters set forth in this Option Agreement in the manner the Sellers’ Representative reasonably believes to be in the best interest of Sellers. The Sellers’ Representative is authorized to act on behalf of Sellers notwithstanding any dispute or disagreement among Sellers. In taking any actions as Sellers’ Representative, the Sellers’ Representative may rely conclusively, without any further inquiry or investigation, upon any certification or confirmation, oral or written, given by any Person the Sellers’ Representative reasonably believes to be authorized thereunto. The Sellers’ Representative will incur no liability in connection with its services pursuant to this Agreement and any related agreements except to the extent resulting from its gross negligence or obligation with respect willful misconduct. The Sellers’ Representative shall not be liable for any action or omission pursuant to the advice of counsel. The Sellers shall indemnify the Sellers’ Representative against any reasonable, documented, and out-of-pocket losses, liabilities and expenses (“Representative Losses”) arising out of or in connection with this Agreement and any related agreements, in each case as such Representative Loss is suffered or incurred; provided, that in the acts event that any such Representative Loss is finally adjudicated to have been caused by the gross negligence or omissions willful misconduct of ISAthe Sellers’ Representative, the Sellers’ Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. Representative Losses may be recovered by the Sellers’ Representative from (i) the funds in the Sellers’ Representative Reserve and (ii) any other funds that become payable to the Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while the Sellers’ Representative may be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative ▇▇▇▇▇▇ as they are suffered or incurred. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Sellers’ Representative hereunder. The foregoing indemnities will survive the Closing, the resignation or removal of the Sellers’ Representative or the termination of this Agreement. (d) ISA The Sellers’ Representative shall treat confidentially any nonpublic information disclosed to it pursuant to this Option Agreement and shall not be liable use such nonpublic information other than in the performance of its duties as the Sellers’ Representative. In addition, the Sellers’ Representative shall not disclose any nonpublic information disclosed to it pursuant to this Option Agreement to anyone except as required by Law; provided that (i) the Sellers’ Representative may disclose such nonpublic information to legal counsel and other advisors and representatives under an obligation of confidentiality and non-use in its capacity as such (for the purpose of advising Sellers on any information disclosed to such Sellers’ Representative pursuant to this Option Agreement), (ii) the Sellers’ Representative (or legal counsel or other advisor to whom information is disclosed pursuant to clause (i) above) may disclose such nonpublic information in any Action relating to this Option Agreement or the transactions contemplated hereby (or, in either case, discussion in preparation therefor) any information disclosed to the Sellers’ Representative pursuant to this Option Agreement and (iii) the Sellers’ Representative may disclose to any Seller any such nonpublic information disclosed to the Sellers’ Representative (including any Update Report) subject to such Seller agreeing with FibroGen in writing to restrictions on the disclosure and use of such nonpublic information consistent with the restrictions to which the Sellers’ Representative is subject, which requirement shall be satisfied by a Seller’s execution of a ▇▇▇▇▇▇▇. (e) FibroGen shall be entitled to rely on the authority of the Sellers’ Representative as the agent, representative and attorney-in-fact of Sellers for all purposes under this Option Agreement and shall have no Liability for any such reliance. No Seller may revoke the authority of the Sellers’ Representative. Each Seller, by voting in favor of or consenting to the Merger or by surrendering or delivering a Certificate or an affidavit in lieu thereof to the Paying Agent, in exchange for Merger Consideration hereby ratifies and confirms, and hereby agrees to ratify and confirm, any action taken by ISA the Sellers’ Representative in the exercise of the power-of-attorney granted to the Sellers’ Representative pursuant to this Agreement unless ISA Section 2.12, which power-of-attorney, being coupled with an interest, is irrevocable and shall survive the death, incapacity or incompetence of such Seller. (f) [*]. [*] = Certain confidential information contained in this document, marked by brackets, has acted in bad faith or with gross negligence or willful misconduct, been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereundercompany if publicly disclosed. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.129433662_24

Sellers’ Representative. (a) M▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Representative”) is hereby irrevocably constituted and appointed as the attorney-in-fact and agent for each Seller in his, her or its name, place and stead to act on behalf of such Seller in connection with this Agreement and any Transaction Documents and the consummation of the Transactions contemplated hereby or thereby, with such power and authority to execute any and all instruments or other documents, and to do any and all other acts or things (or refrain from doing), in the name and on behalf of each such Seller that Sellers’ Representative may deem necessary, appropriate, helpful or advisable, or that may be required of or permitted by such Seller pursuant to this Agreement or any Transaction Documents or in connection with the consummation of the Transactions contemplated hereby or thereby, provided that, for certainty, such appointment shall not extend to acting for any Seller with respect to matters of employment or matters relating thereto. Without limiting the generality of the foregoing, Sellers’ Representative, acting in his capacity as such, shall have the full power and authority, in the name and on behalf of each Seller, (i) to agree with Buyer or the Company with respect to any matter or thing required or deemed necessary by Sellers’ Representative in connection with the provisions of this Agreement or any Transaction Documents calling for the agreement of the Sellers, (ii) to agree to amend, modify or terminate this Agreement or any Transaction Document, (iii) to give and receive notices on behalf of the Sellers, (iv) to act on behalf of the Sellers in connection with any matter as to which the Sellers are or may be obligated to indemnify Buyer under this Agreement, (v) to interpret the terms and provisions of this Agreement or any Transaction Document, (vi) to dispute or decline to dispute any liability claim hereunder and to negotiate and compromise any dispute that may arise under this Agreement and to sign any releases or other documents with respect to any such dispute, (vii) to negotiate, execute and deliver any Transaction Document, certificate, statement, notice, approval, extension, waiver, amendment or other document required or permitted to be delivered, made or given in connection with the consummation of the Transactions contemplated by this Agreement, (viii) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the Transactions contemplated by this Agreement and (ix) to do all other things and perform all other acts, including executing and delivering all agreements, certificates, receipts, consents, elections, instructions and other instruments or documents contemplated by, or deemed by Sellers’ Representative to be necessary, appropriate, helpful or advisable in connection with, this Agreement or any Transaction Document. By the his or its execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with acknowledges that Sellers’ Representative has full power of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and authority to act on each Seller’s his, her or its behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do bind him, her or refrain from doing all such further acts and things, and execute all such documents, it as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate the fullest extent provided in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoingSection 8.14. (b) Except in cases of fraud or willful misconduct, Sellers’ Representative will have no liability to Buyer, the Companies or any Seller or their respective successors or assigns with respect to actions taken or omitted to be taken in good faith in his capacity as Sellers’ Representative and shall be entitled to indemnification and reimbursement from the Sellers against any loss, liability, fees or expenses arising out of actions taken or omitted to be taken in good faith in his capacity as Sellers’ Representative. Buyer will have no liability to any Seller or their respective successors or assigns with respect to any matters provided for in this Section 8.14, including in respect of any actions taken or omitted to be taken by Sellers’ Representative or any claims between the Sellers in connection therewith, and shall be entitled to indemnification and reimbursement from the Sellers against any loss, liability, fees or expenses arising therefrom. (c) The appointment of ISA as agent Sellers’ Representative will be entitled to rely, and will be fully protected in relying, upon any statements furnished to them by any Seller or the Buyer, or any other evidence deemed by the Sellers’ Representative to be reliable. (d) Any approval, consent, election, notice, decision, agreement, waiver, delivery, interpretation, amendment or other action of the Sellers required or permitted under, or otherwise provided for in, this Agreement or any Transaction Document (each, a “Seller Action”) shall be conclusively deemed coupled with an interest given, made or taken (as the case may be) if given, made or taken by Sellers’ Representative in his capacity as such for the Sellers and shall be irrevocable binding upon each Seller as if expressly ratified and Buyer, its Affiliates confirmed in writing by such Seller and any other Person may Buyer shall be entitled to conclusively and absolutely rely, without inquiry, upon on any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA takenSeller Action given, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 taken by Sellers’ Representative in his capacity as such for all such purposes. All Seller Actions by Sellers’ Representative in his capacity as such shall be conclusive and binding upon the all Sellers and no Seller shall have any cause of action against Buyer or Sellers, the Sellers shall ’ Representative for any action taken or not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. taken by Seller Representative in his capacity as such. (e) The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney created under this Agreement is coupled with an interest and surviving Bankruptcyshall be binding and enforceable on and against the heirs, granted personal representatives, successors and assigns of each of the Sellers, and such power of attorney shall not be revoked or terminated by the death, disability, bankruptcy, incompetency, dissolution or termination of any Seller or any heir, personal representative, successor or assign thereof. (f) In the event that Sellers’ Representative resigns or otherwise becomes unable to serve as Sellers’ Representative, all references herein or in any Transaction Document to Sellers’ Representative shall be deemed to refer to each Seller unless and until another Person is appointed by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA’ Representative. (dg) ISA shall The Sellers’ Representative will not be liable to have any Seller for any action taken by ISA pursuant to duties or responsibilities except those set forth in this Agreement unless ISA has acted in bad faith and no implied covenants, functions, responsibilities, duties, obligations or with gross negligence liabilities will be read into this Agreement or willful misconduct, and otherwise exist against the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceRepresentative.

Sellers’ Representative. (a) By the execution ▇▇▇▇▇▇ Shou shall be and delivery of this Agreement, each Seller he hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, is appointed as its true and lawful agent and attorney-in-factfact (the “Sellers’ Representative”) for each Seller signing this Agreement (each a “Signing Seller”) as of the date hereof and for each other Shareholder (except such stockholders, if any, as shall have perfected their appraisal rights under the GBCC) (each a “Non-Signing Seller”), with full power of substitution to irrevocably act in each Seller’s the name, place and stead of such Shareholder with respect to or the transfer of such Shareholder’s Company Shares to the Parent and the other transactions contemplated by this Agreement, all in connection accordance with the terms and provisions of this Agreement and the Transaction, and to irrevocably act on each Seller’s behalf of such Shareholder in any dispute, litigation amendment of or arbitration Litigation involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and to execute all such documents, as ISA such Sellers’ Representative in his sole and absolute discretion shall deem necessary or appropriate in connection conjunction with any of the transactions contemplated by this Agreement or the TransactionAgreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Signing Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreementsAncillary Agreements, certificates statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and documents, and other documents required or permitted to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate be given in connection with the consummation of the Transactiontransactions contemplated by this Agreement (it being understood that such Signing Seller shall execute and deliver any such documents which the Sellers’ Representative agrees to execute); (iiiii) to terminate this Agreement if the Signing Sellers are entitled to do so; (iv) 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, including service of process in connection with any Litigation; (v) to make any decisions or agreements to make or acknowledge any indemnification payments of the Sellers; and (vi) to take all actions which under this Agreement may be taken by the Shareholders and to do or refrain from doing any further act or deed on behalf of each Seller any Shareholder that ISA the Sellers’ Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as any such Seller Shareholder could do if personally present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment Person serving as Sellers’ Representative may be changed by the Shareholders from time to time upon not less than thirty (30) days’ prior written notice to Parent; provided that the Sellers’ Representative may not be removed unless holders of ISA as agent an aggregate of two-thirds interest in the Escrowed Cash and Escrowed Shares agree to such removal and to the identity of the Sellers substituted agent. Any vacancy in the position of Sellers’ Representative may be filled by approval of the holders of a majority in interest in the Escrowed Cash and Escrowed Shares. No bond shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf required of the Sellers (Sellers’ Representative, and the Sellers’ Representative shall not receive compensation for his or any one of them) in all matters related her services. Notices or communications to or in connection with this Agreement and from the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) Sellers’ Representative shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest or from each of the Sellers and consistent with its obligations under this AgreementShareholders. (c) All actionsThe Sellers’ Representative shall not be liable for any act done or omitted hereunder as Sellers’ Representative in good faith, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 absent gross negligence. The Sellers shall be conclusive and binding upon severally indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, liability or expense incurred without gross negligence or bad faith on the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns part of the Sellers. Neither Buyer nor any ’ Representative and arising out of its Affiliates shall have any liability or obligation with respect to or in connection with the acts acceptance or omissions administration of ISAthe Sellers’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Sellers’ Representative. The Sellers’ Representative shall be entitled to recover such fees and expenses from any proceeds otherwise distributable to the Sellers’ Representative or the Shareholders out of the cash held pursuant to the Escrow Agreement. (d) ISA A decision, act, consent or instruction of the Sellers’ Representative shall not constitute a decision of all the Shareholders and shall be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconductfinal, binding and conclusive upon the Shareholders, and the Sellers shall indemnify ISA Escrow Agent and Parent may rely conclusively (without further evidence of any kind whatsoever) upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each such Shareholder. The Escrow Agent and Parent are hereby relieved from any losses arising out liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of or relating to ISA serving as the Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceRepresentative.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints ISAArgosy, and by in its signature hereto ISA hereby accepts such appointmentcapacity as majority member of Holdings prior to Closing, as its true and lawful agent and such Seller’s Representative, attorney-in-factfact and agent (the “Sellers’ Representative”), with full power of substitution to act in each Seller’s the name, place and stead of such Seller with respect to or the transfer of such Seller’s Interests to the Buyer in connection accordance with the terms and provisions of this Agreement and the TransactionAgreement, and to act on each Seller’s behalf of such Seller in any dispute, amendment of or litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and to execute all such documents, as ISA the Sellers’ Representative shall deem necessary or appropriate in connection conjunction with this Agreement or any of the TransactionContemplated Transactions, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the Contemplated Transactions; (ii) to negotiate, execute and or deliver all ancillary agreements, certificates statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary other documents required or appropriate permitted in connection with the consummation of the TransactionContemplated Transactions (it being understood that such Seller shall execute and deliver any such document which the Sellers’ Representative agrees to execute); provided, that the Sellers’ Representative shall not execute and deliver any Restrictive Covenant Agreement or employment agreement (or other document relating to employment) on behalf of any Seller; (iiiii) 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; (iv) to take all actions which under this Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of each Seller that ISA the Sellers which the Sellers’ Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if personally present; (v) to take all actions in connection with the review, including negotiation, dispute and agreement with respect to the Closing Purchase Price under Section 2.2; and (vi) to take any and all actions, make any determination pursuant to Sections 2.06, and take any action all decisions and determinations (including settlement decisions) and other actions under and pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in Escrow Agreement (including authorizing the good faith judgment disbursement of ISA for the accomplishment of any or all of the foregoingfunds thereunder). (b) The appointment This power of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable attorney is a special power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISAis irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of any Seller. This power of attorney may be binding upon exercised by the successors and assigns Sellers’ Representative by listing the Sellers executing any document with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Seller. Neither Buyer nor Each Seller hereby forever releases and discharges the Sellers’ Representative from any of its Affiliates shall have any and all liability or obligation with respect to or which may arise in connection with the Sellers’ Representative’s performance in good faith and any acts or omissions which such Sellers’ Representative takes on behalf of ISAthe Sellers in accordance with the terms of this limited power of attorney, except in the case of gross negligence or willful misconduct of the Sellers’ Representative. Each Seller shall indemnify and hold harmless and reimburse the Sellers’ Representative from and against such Seller’s ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Sellers’ Representative arising out of or resulting from any action taken or omitted to be taken by the Sellers’ Representative under this Agreement or the Other Agreements, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Sellers’ Representative’s gross negligence or willful misconduct. (c) The Buyer shall be entitled 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 on the Sellers. The Sellers agree that the Buyer, Buyer Parent and, following the Closing, each Company, will have no liabilities or responsibility to the Sellers’ Representative, the Sellers or any other Person with respect to, arising out of, or otherwise relating to any action taken or omitted to be taken by the Sellers’ Representative. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to In connection with the Contemplated Transactions and in furtherance of the provisions of this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconductSection 12.16, the Sellers and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in Representative shall enter into a Sellers’ Representative Agreement further setting forth, among other things, the capacity as representative duties, obligations and responsibilities of the Sellers hereunder solely for purposes of administrative convenienceSellers’ Representative hereunder.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller Sellers hereby irrevocably constitutes constitute and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, appoint ▇▇▇▇▇▇▇▇ as its the true and lawful representative agent and attorney-in-fact, fact ("Sellers' Representative") of Sellers with full power of substitution to act in each Seller’s the name, place and stead of Sellers with respect to or the consummation of the Transactions, including the transfer of the Equity Interests owned by Sellers to Buyer in connection accordance with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the TransactionAgreement, and to do or refrain from doing all such further acts and things, things and execute all such documents, documents as ISA Sellers' Representative shall deem necessary or appropriate in connection with this Agreement or the TransactionTransactions, including the power: (a) to enforce and protect the rights and interests of Sellers and to enforce and protect the rights and interests of Sellers arising out of or under or in any manner relating to this Agreement or any other certificate, instrument, amendment, modification, waiver, consent or agreement entered into in connection with this Agreement or the consummation of the Transactions or in connection therewith; without limiting the generality of the foregoing in this Section 11.16(a), this Section 11.16(a) shall ▇▇▇▇▇ ▇▇▇▇▇▇▇' Representative the power to (i) resolve all questions, disputes, conflicts and controversies concerning (A) the determination of, and right to receive, any amounts pursuant to Article 2, or under the Escrow Agreement and (B) disputes with respect to Closing Cash Amount, Working Capital or Straddle Tax Returns pursuant to Article 2 and Article 7, respectively; (ii) employ such agents, consultants and professionals, to delegate authority to its agents, to take such actions and to execute such documents on behalf of Sellers in connection with this Agreement and the Sellers' Representative deems to be in the best interests of Sellers; and (iii) receive notice on behalf of Sellers as explicitly provided for in this Agreement. Notwithstanding anything to the contrary in this Section 11.16(a), this Section 11.16(a) shall not be applicable with respect to any matter (including any Action) if such matter (x) is initiated solely by ▇▇▇▇▇▇▇▇, (y) consists of an Action solely against ▇▇▇▇▇▇▇▇ or (z) otherwise relates solely to ▇▇▇▇▇▇▇▇. (b) to enter into the Escrow Agreement on behalf of Sellers; (c) to take such actions and to execute and deliver all ancillary agreementssuch certificates, certificates and documentsassignments separate from certificate instruments, and to make representations and warranties thereinamendments, on behalf of each Seller modifications, waivers, consents or agreements or other writings that ISA Sellers' Representative deems necessary necessary, desirable or appropriate to give effect to the matters set forth in this Agreement or in connection with the consummation of the TransactionTransactions or any such certificates, instruments, amendments, modifications, waivers, consents or agreements or other writings; (iid) to receive funds, including the Earn-Out Payments, as set forth in this Agreement and give receipts for such funds, it being understood that any such funds received by Sellers' Representative under this Agreement on behalf of Sellers shall be distributed by Sellers' Representative to Sellers pro rata (based on the Seller Applicable Percentages) as if such funds were distributed directly to Sellers; (e) to do or refrain from doing any further act or deed on behalf of each Seller Sellers that ISA Sellers' Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller Sellers could do if present, including make personally present (other than any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators act or deed with respect to any matter (including any Action) if such claimsmatter (i) is initiated solely by ▇▇▇▇▇▇▇▇, (ii) consists of an Action solely against Catalano or (i) otherwise relates solely to ▇▇▇▇▇▇▇▇); and (iiif) to retain legal counsel, accountants, consultants and other experts at the expense exercise any powers or otherwise act on behalf of the Sellers, and incur any other reasonable expenses (which shall be Sellers as explicitly provided for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) Agreement. The appointment of ISA as agent of the Sellers Sellers' Representative shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transactioninterest. All notices or payments made or delivered by Buyer to ISA (whether pursuant hereto or otherwise) Sellers' Representative for the benefit of Sellers and in accordance with the provisions of this Agreement shall discharge in full all liabilities and obligations of Buyer to Sellers (with respect thereto. Sellers hereby confirm all that Sellers' Representative shall do or any one cause to be done by virtue of them) shall constitute notice to the his appointment as Sellers' Representative. ISA Sellers' Representative shall act for the Sellers on all of the matters explicitly set forth in this Agreement in the manner ISA Sellers' Representative believes in its sole discretion to be in the best interest of the Sellers and consistent with its the obligations under this Agreement. (c) All actions, decisions and instructions but Sellers agree that Sellers' Representative shall not be responsible to Sellers for any loss or damages Sellers may suffer by the performance of ISA takenhis duties under this Agreement, made other than loss or given pursuant damage arising from willful violation of the Law or gross negligence in the performance of Sellers' Representative's duties under this Agreement. If ▇▇▇▇▇▇▇▇ becomes unable to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the serve as Sellers' Representative for any reason or for no reason, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns holding a majority of the Seller Applicable Percentages may designate another Person to be Sellers' Representative and such Person shall succeed such Sellers' Representative as so becomes unable to serve as Sellers' Representative. Neither Buyer nor As a condition to the appointment of any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant such other Sellers' Representative, such Person will execute a counterpart to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and be bound by the Sellers shall indemnify ISA from any losses arising out terms of or relating this Agreement and provide written notice of same to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceBuyer.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, Company, each Seller and Special Indemnitor hereby irrevocably constitutes constitute and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, appoint ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ as its the true and lawful agent and attorney-in-fact, fact (the “Representative”) of such Seller and of Special Indemnitor with full power powers of substitution to act in each Seller’s the name, place and stead of thereof with respect to or in connection with the performance on behalf of such Seller and Special Indemnitor under the terms and provisions of this Agreement and Agreement, as the Transaction, and same may be from time to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transactiontime amended, and to do or refrain from doing all such further acts and things, and to execute all such documentsdocuments on behalf of Sellers and Special Indemnitor, if any, as ISA the Representative shall deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or the TransactionAgreement, including the powerincluding: (i) to execute and deliver all ancillary agreements, certificates and documents, and agree upon or compromise any matter related to make representations and warranties therein, on behalf the calculation of each Seller that ISA deems necessary any adjustments to the Purchase Price pursuant to Section 2.3 or appropriate in connection with the consummation of the Transactionother payments to be made under this Agreement; (ii) to direct the distribution of the Purchase Price; (iii) to act for Sellers and Special Indemnitor with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers and/or Special Indemnitor any indemnification claim made by or against Sellers and/or Special Idemnitor, if any; (iv) to act for the Sellers with respect to all post-Closing matters including pursuant to Section 12 and including to consent to the payment of funds in the Escrow Account to Purchaser and/or to petition the Escrow Agent for the release of any or all funds due Sellers and/or Special Indemnitor under the Escrow Agreement; (v) to terminate, amend, or waive any provision of this Agreement; provided that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Representative, shall be taken in the same manner with respect to all Sellers unless otherwise agreed by each of the Sellers who is subject to any disparate treatment of a potentially adverse nature; (vi) to employ and obtain the advice of legal counsel, accountants and other professional advisors as the Representative, in his sole discretion, deems necessary or advisable in the performance of his duties as the Representative and to rely on their advice and counsel; (vii) to retain a portion of the Purchase Price as a reserve against the payment of expenses incurred in his capacity as the Representative; (viii) to sign any releases or other documents with respect to any dispute or remedy arising under the Transaction Documents; and (ix) to do or refrain from doing any further act or deed on behalf of each Seller that ISA Sellers and/or Special Indemnitor which the Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller any of Sellers or Special Indemnitor, as the case may be, could do if present, including make any determination pursuant to Sections 2.06, personally present and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of acting. Without limiting the foregoing. (b) The appointment of ISA as agent of , after the Sellers Closing, Representative shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of take the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion actions to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted taken by the Sellers to ISA, under Sections 12 and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA24 hereof. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By Each of the execution Sellers other than M▇▇▇▇▇▇ Sr. hereby appoints M▇▇▇▇▇▇ Sr. as their "REPRESENTATIVE" and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with full power of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and agrees that the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving Representative shall have the authority arising under this Agreement or the Transaction, and other Transaction Documents to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties thereinwhich Sellers are party, on behalf of each Seller of the Sellers other than M▇▇▇▇▇▇ Sr. (the "NON-M▇▇▇▇▇▇ SELLERS"), to: (a) Enter into amendments designed to clarify the terms of this Agreement or the Transaction Documents; (b) Undertake such actions on behalf of the Non-M▇▇▇▇▇▇ Sellers that ISA deems specifically require action by them under this Agreement or the Transaction Documents; (c) Grant extensions or waivers with respect to Buyer's performance of its obligations hereunder or under the Transaction Documents or the Buyer Notes, including but not limited to, waivers or subordination of liens to facilitate financing of EOIR and its affiliates post-Closing; (d) Execute and deliver any documents or agreements contemplated by this Agreement or the Transaction Documents, or necessary or appropriate desirable in connection with the consummation transactions contemplated by this Agreement or the Transaction Documents, and enter into amendments to clarify the terms of the Transactionsuch documents and agreements; (iie) Give and receive notices, instructions and other communications under this Agreement or the Transaction Documents and any other documents or agreements contemplated hereunder or thereunder; (f) Negotiate, document and settle all post closing matters between Buyer and such Non-M▇▇▇▇▇▇ Sellers related to do this Agreement or refrain from doing any further act the Transaction Documents; (g) Take such actions with respect to this Agreement, the Transaction Documents and the other documents and agreements contemplated by this Agreement as the Representative may deem necessary or deed appropriate on behalf of each Seller that ISA deems necessary or appropriate such Non-M▇▇▇▇▇▇ Sellers; (h) Receive service of process in its sole discretion relating to the subject matter of connection with any claims under this Agreement and or the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims)Transaction Documents; and (iiii) To make the election under Section 338(h)(10) pursuant to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) Section 4.2. The appointment of ISA as agent of the Sellers Representative shall be deemed coupled with an interest and shall be irrevocable irrevocable, and Buyer, its Affiliates the Buyer and any other Person EOIR may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) Representative in all matters related referred to herein. If Representative resigns, dies or is otherwise unable to serve as the Representative, the successor Representative shall be designated in connection with writing by the Non-M▇▇▇▇▇▇ Sellers who held a majority of the EOIR Common Stock immediately prior to the Closing (exclusive of EOIR Common Stock held by M▇▇▇▇▇▇ Sr.), and such designation shall be binding upon all of the Non-M▇▇▇▇▇▇ Sellers. If any Non-M▇▇▇▇▇▇ Seller should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by the Representative pursuant to this Agreement and Section 1.6 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not the TransactionRepresentative, the Buyer or EOIR shall have received notice of such death, incapacity, termination or other event. All notices and other deliveries required to be made or delivered by the Buyer or EOIR to ISA (whether pursuant hereto or otherwise) the Non-M▇▇▇▇▇▇ Sellers shall be made to the Representative for the benefit of the Non-M▇▇▇▇▇▇ Sellers (and shall discharge in full all notice requirements of the Buyer or any one of them) shall constitute notice EOIR to the Non-M▇▇▇▇▇▇ Sellers with respect thereto. The Non-M▇▇▇▇▇▇ Sellers hereby confirm all that the Representative shall do or cause to be done by virtue of his appointment as the Representative of the Non-M▇▇▇▇▇▇ Sellers. ISA The Representative shall act for the Non-M▇▇▇▇▇▇ Sellers on all of the matters set forth in this Agreement in the manner ISA the Representative believes in its sole discretion to be in the best interest of the Non-M▇▇▇▇▇▇ Sellers and consistent with its his and their obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant but the Representative shall not be responsible to the authority granted to ISA pursuant to Non-M▇▇▇▇▇▇ Sellers for any loss or damages the Non-M▇▇▇▇▇▇ Sellers may suffer by the performance by the Representative of his duties under this Section 2.07 Agreement, other than loss or damage arising from his willful violation of the law or his duties hereunder. The Representative and his heirs and personal or legal representatives shall be conclusive and binding upon held harmless by the Sellers, the Non-M▇▇▇▇▇▇ Sellers shall not have the right to object, dissent, protest or otherwise contest the samefrom, and Buyer shall be entitled to conclusively rely on indemnified against, any and all such actions, decisions and instructions loss or damages arising out of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions performance of ISA. (d) ISA shall not be liable to any Seller his obligations in accordance with the provisions of this Agreement, except for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and of the Sellers shall indemnify ISA from any losses foregoing arising out of his willful violation of the law. The foregoing indemnity shall survive the resignation or relating substitution of the Representative. Notwithstanding the foregoing, nothing in this Agreement shall permit nor authorize the Representative to ISA serving as Sellers’ representative hereundertake any action to modify, reduce or alter the amount or timing of payments due under the Promissory Notes. ISA is serving in the capacity as representative Each of the Sellers hereunder solely other than M▇▇▇▇▇▇ Sr. shall deliver to the Representative the stock certificate(s) evidencing the EOIR Common Stock held by such Seller, together with a duly executed blank stock power, and hereby authorizes the Representative to deliver such certificates and stock power in connection with the Closing under this Agreement. To further effect the foregoing, each of the Non-M▇▇▇▇▇▇ Sellers shall execute a power of attorney in the form of EXHIBIT B designating the Representative (including any replacement Representative) as his or her attorney-in-fact for the purposes set forth in this Section. The Representative may resign by written notice to the Sellers other than M▇▇▇▇▇▇ Sr. and, in such event, or upon death or incapacity of administrative conveniencethe Representative a replacement Representative shall be chosen by action of the Sellers (voting pro rata based on principle balance of the Promissory Notes), which new Representative shall be reasonably acceptable to Buyer.

Sellers’ Representative. (a) By At the execution Closing, Gryphon Partners III, L.P. shall be constituted and delivery appointed as the Sellers’ Representative. For purposes of this Agreement, each Seller hereby irrevocably constitutes and appoints ISAthe term “Sellers’ Representative” shall mean the representative, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent agent, proxy and attorney-in-factattorney in fact of the Company Stockholders for all purposes of this Agreement and the Escrow Agreement, with full power of substitution and authority on such Company Stockholder’s behalf (i) to act in each Sellerconsummate the transactions contemplated herein, (ii) to pay such Company Stockholder’s name, place and stead with respect to expenses (whether incurred on or after the date hereof) incurred in connection with the negotiation and performance of this Agreement Agreement, (iii) to receive, give receipt and the Transaction, disburse any funds received hereunder on behalf of or to such Company Stockholder and each other Company Stockholder and to act on each Seller’s behalf in holdback from disbursement any disputesuch funds to the extent it reasonably determines may be necessary, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (iiv) to execute and deliver all ancillary agreementsany certificates representing the Company Stock and execution of such further instruments as Purchaser shall reasonably request, certificates (v) to execute and documents, and to make representations and warranties therein, deliver on behalf of each Seller that ISA deems necessary such Company Stockholder all documents contemplated herein and any amendment or appropriate in connection with the consummation of the Transaction; waiver hereto, (iivi) to do take all other actions to be taken by or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate such Company Stockholder in its sole discretion relating to the subject matter of this Agreement and the Transactionconnection herewith, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and vii) to negotiate, enter into settlements settle, compromise and compromises ofotherwise handle all disputes under this Agreement, including without limitation, disputes regarding Estimated Working Capital and comply with orders of courts and awards of arbitrators with respect any adjustment pursuant to such claims); and Section 2.10, (iiiviii) to retain legal counsel, accountants, consultants and other experts at waive any condition to the expense obligation of the SellersCompany Stockholders to consummate the transactions contemplated herein, (ix) to give and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA receive notices on behalf of the Sellers Company Stockholders and (x) to do each and every act and exercise any and all rights which such Company Stockholder is, or any one of them) in all matters related the Company Stockholders collectively are, permitted or required to do or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations exercise under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severableCompany Stockholders, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by approving the Sellers to ISA, and shall be binding upon the successors and assigns principal terms of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability 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 obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.desirable to

Sellers’ Representative. Each Seller hereby appoints the Majority Shareholder as identified on Schedule A annexed hereto as his or her representative (a) By the execution "Sellers' Representative"). The Sellers' Representative shall have full power and delivery authority to act on behalf of each individual Seller with respect to all matters pertaining to this Agreement including, but not limited to, the grant or request of waivers of any requirement of this Agreement, the giving or acceptance of any notice permitted or required to be given under this Agreement and the execution of any amendment to this Agreement excepting only such amendments as would materially reduce the Purchase Price. For purposes of the foregoing, each Seller hereby irrevocably constitutes and appoints ISA, Sellers' Representative with full power and by its signature hereto ISA hereby accepts such appointment, authority as its Seller's true and lawful agent and attorney-in-fact, with full power of substitution to act and authority in each Seller’s 's name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing.. The foregoing grant of authority: (bi) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable is a special power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISAinterest, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA.is irrevocable; (dii) ISA shall not may be liable exercised by such attorney-in-fact by executing any agreement, certificate, instrument or document with a single signature as attorney-in-fact for Seller; and Each Seller hereby agrees to be bound by all the representations of Seller's attorney-in fact and waives any and all defenses which may be available to Seller for any action taken by ISA pursuant to contest, negate or disaffirm the actions of such attorney-in-fact under this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconductpower of attorney, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving hereby ratifies and confirms all acts which said attorney-in-fact may take as Sellers’ representative hereunder. ISA is serving attorney-in-fact hereunder in the capacity all respects as representative of the Sellers hereunder solely for purposes of administrative conveniencethough performed by Seller.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISAThomas A. Golub, John Clinton and by its signature hereto ISA hereby accepts such appointmentDouglas J. MacGinnitie (with thei▇ ▇▇▇▇▇▇▇▇▇▇▇ h▇▇▇▇▇▇▇▇ ▇▇▇ "Ind▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇" and acting collectively, the "Sellers' Representative"), as his, her or its true and lawful agent and attorney-in-fact, with full power of substitution fact to act in each such Seller’s 's name, place and stead with respect to or in connection with all transactions contemplated by and all terms and provisions of this Agreement and the TransactionAgreement, and to act on each Seller’s such Sellers' behalf in any dispute, litigation or arbitration involving this Agreement or the TransactionAgreement, and to do or refrain from doing all such further acts and things, and execute all such documents, documents as ISA the Sellers' Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement or the TransactionAgreement, including including, without limitation, the power: (i) to waive any condition to the obligations of such Seller to consummate the transactions contemplated by this Agreement; (ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each such Seller that ISA which the Sellers' Representative deems necessary or appropriate in connection with the consummation of the Transactiontransactions contemplated by this Agreement; (iiiii) to receive on behalf of, and to distribute all amounts payable to such Seller under the terms of this Agreement, and to administer the Sellers' Account and the Expense Account in accordance with the terms of this Agreement, including without limitation to accept and make payments from such accounts as the Sellers' Representative deems appropriate in its sole discretion, subject to this Agreement; and (iv) to do or refrain from doing any further act or deed on behalf of each such Seller that ISA which the Sellers' Representative deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the TransactionAgreement, as fully and completely as such Seller could do if personally present, including make any determination pursuant to Sections 2.06, without limitation making and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to defending claims under this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoingAgreement. (b) The appointment of ISA as agent of the Sellers Sellers' Representative shall be deemed coupled with an interest and shall be irrevocable irrevocable, and Buyer, its Affiliates affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA the Sellers' Representative on behalf of the Sellers (or any one of them) in all matters related referred to or in connection with this Agreement and the Transactionherein. All notices delivered by Buyer or the Company (following the Closing) to ISA the Sellers' Representative (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA The Sellers' Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner ISA the Sellers' Representative believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement, but the Sellers' Representative shall not be responsible to the Sellers for any loss or damages it or they may suffer by reason of the performance by the Sellers' Representative of its duties under this Agreement, other than loss or damage arising from willful violation of the law. (c) Each Seller agrees to indemnify and hold harmless the Sellers' Representative from any loss, damage or expense arising from the performance of its duties as the Sellers' Representative hereunder, including, without limitation, the cost of legal counsel retained by the Sellers' Representative on behalf of the Seller, but excluding any loss or damage arising from willful violation of the law. (d) Mr. Golub shall have full power of substitution with respect to hims▇▇▇ ▇▇▇ ▇▇. MacGinnitie for all purposes of this Article XIII. Mr. Golub ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇te shall have full power to remove and r▇▇▇▇▇▇ ▇▇. MacGinnitie or his substitute. Conning shall have full powe▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇ replace Mr. Clinton or his substitute. All actions of Sellers' Representative ▇▇ ▇▇ ▇▇▇en hereunder must be authorized by at least two of the Individual Representatives. Prior to any material determination by Sellers' Representative, each Individual Representative shall receive 10 days notice, appropriate information and an opportunity to be heard by the other Individual Representatives. (e) All actions, decisions and instructions of ISA the Sellers' Representative taken, made or given pursuant to the authority granted to ISA the Sellers' Representative pursuant to this Section 2.07 Article XIII shall be conclusive and binding upon the Sellerseach Seller, the Sellers and no Seller shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. . (f) The provisions of this Section 2.07 Article XIII are independent and severable, shall constitute an irrevocable power of attorney attorney, coupled with an interest and surviving Bankruptcydeath or dissolutions, granted by the Sellers Seller to ISA, the Sellers' Representative and shall be binding upon the executors, heirs, legal representatives, successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISAeach such Seller. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints ISA▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as the Sellers' representative, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact and agent, with full power of substitution to act in each Seller’s the name, place and stead of such Seller with respect to or the transfer of such Seller's Shares to Purchaser in connection accordance with the terms and provisions of this Agreement and the Transaction, and to act on each Seller’s behalf of such Seller in any dispute, amendment of or litigation or arbitration involving this Agreement or the Transaction, Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as ISA such Sellers' Representative shall deem necessary or appropriate in connection conjunction with any of the transactions contemplated by this Agreement or the TransactionEscrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, certificates statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and documents, and other documents required or permitted to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate be given in connection with the consummation of the Transactiontransactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iiiii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of each the Seller that ISA which the Sellers' Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement and or the Transaction, Escrow Agreement as fully and completely as such Seller could do if personally present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as agent of the Sellers Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to succeed him as the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement' Representative. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Each Seller hereby irrevocably constitutes and appoints ISA▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Representative”) as the Sellers’ representative, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact and agent, with full power of substitution to act in each Seller’s the name, place and stead of such Seller with respect to or the transfer of such Seller’s Shares to Purchaser in connection accordance with the terms and provisions of this Agreement and the Transaction, and to act on each Seller’s behalf of such Seller in any dispute, amendment of or litigation or arbitration involving this Agreement or the Transaction, Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as ISA such Sellers’ Representative shall deem necessary or appropriate in connection conjunction with any of the transactions contemplated by this Agreement or the TransactionEscrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, certificates statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and documents, and other documents required or permitted to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate be given in connection with the consummation of the Transactiontransactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers’ Representative agrees to execute); (iiiii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of each the Seller that ISA which the Sellers’ Representative deems necessary or appropriate in its his sole discretion relating to the subject matter of this Agreement and or the Transaction, Escrow Agreement as fully and completely as such Seller could do if personally present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving serve as Sellers’ representative hereunder. ISA is serving in Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as the capacity as representative of the Sellers hereunder solely for purposes of administrative convenienceSellers’ Representative.

Sellers’ Representative. (a) By the execution and delivery of Each Seller by executing this Agreement, each Seller Agreement hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment▇▇▇▇ ▇▇▇▇, as its Sellers’ Representative, with full power and authority to act in the name of and for and on behalf of such Seller with respect to all matters arising in connection with, or related to, this Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby. Each Seller hereby appoints Sellers’ Representative as (i) the agent and true and lawful agent and attorney-in-factfact of such Seller, with full power of substitution substitution, and with full capacity and authority in its sole discretion, to act in each Seller’s name, place the name of and stead with respect to or for and on behalf of such Seller in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement and the TransactionEscrow Agreement, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) the agent for service of process for such Seller, and such Seller hereby irrevocably consents to do the service of any and all process in any action or refrain from doing any further act proceeding arising out of or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to this Agreement by the subject matter delivery of such process to Sellers’ Representative. Without limiting the generality of the foregoing, the power of Sellers’ Representative shall include the power to represent such Seller with respect to all aspects of this Agreement and the TransactionEscrow Agreement, as fully and completely as such Seller could do if present, including make which power shall include the power to (A) receive any determination payment or transfer of funds to be made pursuant to Sections 2.06this Agreement on behalf of such Seller, (B) waive any and all conditions of this Agreement, (C) amend, modify or supplement this Agreement and the Escrow Agreement in any respect, (D) defend, negotiate or settle, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators all other actions with respect to such claims); and the matters set forth in Section 2.5, Section 2.6, Article 10 and Article 11, (iiiE) to retain legal counselcounsel or accountants and be reimbursed by Sellers for all fees, expenses and other charges of such legal counsel or accountants, consultants (F) receive notices or other communications, (G) deliver any notices, certificates or other documents required hereunder, (H) take all such other action and to do all such other experts at the expense of the things as Sellers’ Representative deems necessary, and incur any other reasonable expenses (which shall be for the account of the Sellers)appropriate, in connection with all matters and things set forth desirable or necessary advisable with respect to this Agreement and the Transaction Escrow Agreement, and to take all actions reasonably necessary or appropriate (I) perform its obligations as set forth in, and in accordance with, this Agreement and the good faith judgment of ISA for the accomplishment of any or all of the foregoingEscrow Agreement. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Each Seller agrees that Buyer, its the Escrow Agent, and their respective Affiliates shall have the absolute right and any other Person may conclusively and absolutely rely, without inquiry, authority to rely upon any action of ISA the acts taken or omitted to be taken by Sellers’ Representative on behalf of the Sellers (or any one other Holders and shall have no liability with respect thereto, and none of them) in all matters related Buyer, the Escrow Agent, or any of their respective Affiliates shall have any duty to or in connection with this Agreement inquire as to the acts and the Transaction. All notices delivered omissions of Sellers’ Representative, and by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit approval of the transactions contemplated by this Agreement, Sellers (waive any claim arising out of, or right to object to, any action taken by Buyer, the Escrow Agent, or any one of them) shall constitute notice to their respective Affiliates in reliance upon the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion acts taken or omitted to be in the best interest of the Sellers and consistent with its obligations under this Agreementtaken by Sellers’ Representative. (c) All actionsEach Seller agrees that (i) all deliveries by Buyer, decisions and instructions including any payment of ISA takenfunds under Article 2 (including the Expense Amount), made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 Sellers’ Representative shall be conclusive and binding upon the deemed deliveries to Sellers, the Sellers (ii) Buyer shall not have any liability with respect to any aspect of the right distribution or communication of such deliveries between Sellers’ Representative and any Seller and (iii) any disclosure made to object, dissent, protest Sellers’ Representative by or otherwise contest the same, and on behalf of Buyer shall be entitled deemed to conclusively rely on any and all be a disclosure made to each Seller. Each Seller that makes a claim against Buyer alleging the lack of authority of Sellers’ Representative shall indemnify the Buyer Indemnified Parties for Losses incurred or suffered by, or assessed against, such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any Indemnified Party as a result of its Affiliates shall have any liability or obligation with respect to or in connection with good faith reliance on the acts or omissions of ISASellers’ Representative. Each Seller agrees that any payment made by or on behalf of Buyer to Sellers’ Representative on a Seller’s behalf shall be deemed a direct payment to a Seller, and no Seller shall have any recourse against Buyer or any of its Affiliates in the event that such payment is not delivered to such Seller by Sellers’ Representative for any reason. (d) ISA Each Seller agrees that the amounts deposited in the Expense Fund shall not be liable to any Seller available for any action taken the payment of all fees and expenses reasonably incurred by ISA pursuant to Sellers’ Representative in performing its duties and exercising its rights under this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconductand the Escrow Agreement, provided, that any portion of the Expense Fund not ultimately required for the payment of such fees and expenses (if any) shall be returned by Sellers’ Representative to Sellers based on their respective Seller Pro Rata Percentage, and further provided, that if the Sellers shall indemnify ISA from any losses arising out of Expense Fund is depleted or relating to ISA serving as insufficient, Sellers’ representative hereunder. ISA is serving in Representative may deduct such fees and expenses from the capacity as representative amounts distributed to Sellers’ Representative on behalf of Sellers from the Sellers hereunder solely for purposes Buyer Indemnification Amount prior to delivery of administrative conveniencesuch funds to Sellers.

Sellers’ Representative. (a) By virtue of the execution and delivery of this AgreementAgreement by the Sellers, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Sellers’ Representative”), as his, her or its true and lawful agent and attorney-in-fact, with full power of substitution fact to act in each Seller’s name, place and stead with respect to or enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the TransactionEscrow Agreement, and to: (i) give and receive notices and communications to act or from Navios (on each behalf of itself of any other Seller’s behalf in ) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any dispute, litigation of the transactions and other matters contemplated hereby or arbitration involving thereby (except to the extent that this Agreement or the Transaction, and to do Escrow Agreement expressly contemplates that any such notice or refrain from doing all communication shall be given or received by such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; individually); (ii) to do authorize reductions of the Escrow Amount in accordance with Schedule 1.2(b); (iii) consent or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transactionagree to, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and agree to arbitration and comply with orders of courts and awards of arbitrators with respect to such claims)to, this Agreement or the Escrow Agreement; and (iiiiv) to retain legal counselassert, accountantsnegotiate, consultants enter into settlements and other experts at the expense of the Sellerscompromises of, and incur agree to arbitration and comply with orders of courts and awards of arbitrators with respect to, this Agreement or the Escrow Agreement, against any such Seller or by any such Seller against any indemnified party or any dispute between any indemnified party and any such Seller, in each case relating to this Agreement, the Escrow Agreement or the transactions contemplated hereby or thereby; (v) amend this Agreement, the Escrow Agreement or any other reasonable expenses agreement referred to herein or contemplated hereby; and (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to vi) take all actions reasonably necessary or appropriate in the good faith judgment of ISA the Sellers’ Representative for the accomplishment of any or all of the foregoing, in each case without having to seek or obtain the consent of any Person under any circumstance. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By Each of the execution and delivery of this Agreement, each Seller Target Companies hereby irrevocably nominates, constitutes and appoints ISAthe Sellers’ Representative as the agent, agent for service of process and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact of the Securityholders, with full power of substitution substitution, to act in each Seller’s the name, place and stead with respect to or in connection with this Agreement and the Transaction, and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do or refrain from doing all of such further acts and things, and execute all such documents, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary Securityholder with respect to this Agreement and the Transaction taking by the Sellers’ Representative of any and to take all actions reasonably necessary and the making of any decisions required or appropriate permitted to be taken or made by the Sellers’ Representative under this Agreement including the exercise of the power to: (i) execute, deliver, acknowledge, certify and file (in the good faith judgment of ISA for the accomplishment name of any or all of the foregoingSecurityholders or otherwise) any and all documents, including, without limitation, the Indemnification Escrow Agreement, and to take any and all actions, and make all payments and disbursements, that the Sellers’ Representative may, in its sole discretion, determine to be necessary, desirable or appropriate in connection with any matter covered in Section 2.08 (Post Closing Adjustment), Section 2.11 (Reserve Account) or any indemnification claim under ARTICLE X (Indemnification) (including negotiating, entering into compromises or settlements of and demanding arbitration with respect to any such matters covered in Section 2.08 (Post Closing Adjustment) Section 2.11 (Reserve Account) or any indemnification claim, as applicable); (ii) update the Schedule 1.1 as contemplated herein; (iii) give and receive notices and communications under this Agreement and the Indemnification Escrow Agreement; and (iv) take such actions as the Board of Directors or Board of Managers, as applicable, under the organizational documents of the Target Companies would be permitted to take (subject to the terms of such organizational documents as they exist immediately prior to Closing). The Sellers’ Representative hereby accepts its appointment as the Sellers’ Representative. (b) The appointment power of ISA as agent of the Sellers shall be deemed attorney granted in this Section 11.01 (i) is coupled with an interest and is irrevocable; (ii) may be delegated by the Sellers’ Representative; and (iii) shall be irrevocable and Buyersurvive the death, its Affiliates and any other Person may conclusively and absolutely relyincapacity, without inquiry, upon any action dissolution or liquidation of ISA on behalf each of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this AgreementSecurityholders. (c) All actions, decisions and instructions of ISA taken, made or given pursuant Notwithstanding anything to the authority granted to ISA pursuant to contrary contained in this Section 2.07 shall be conclusive and binding upon the SellersAgreement, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer Parent shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to Section 2.08 (Post Closing Adjustment) and the Indemnification Escrow Agreement, and each Parent Indemnified Party shall be entitled to deal exclusively with the Sellers’ Representative on all matters relating to ARTICLE X (Indemnification), and each of them shall be entitled to rely conclusively rely (without further evidence of any kind whatsoever) on any and all such actions, decisions and instructions document executed or purported to be executed on behalf of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted any Securityholder by the Sellers to ISASellers’ Representative, and shall on any other action taken or purported to be taken on behalf of any Securityholder by the Sellers’ Representative, as fully binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISAsuch Securityholder. (d) ISA The Sellers’ Representative may at any time designate a replacement Sellers’ Representative and each Securityholder, by virtue of his, her or its receipt of the Aggregate Consideration provided for by this Agreement, shall be deemed to have consented to such replacement Sellers’ Representative. If the Sellers’ Representative shall dissolve or liquidate or otherwise become unable to fulfill its responsibilities as representative of the Securityholders, then the Securityholders shall, by “majority vote” within thirty (30) days after such dissolution, liquidation or other event, appoint a successor representative. After any such replacement or appointment of a successor pursuant to this Section 11.01, the replacing party shall provide prompt written notice thereof to Parent. Until such notice is received by Parent, Parent will be entitled to rely on the actions of the previous Sellers’ Representative. Any such replacement or successor shall become the “Sellers’ Representative” for purposes of this Agreement. If for any reason there is no Sellers’ Representative at any time, all references herein to the Sellers’ Representative shall be deemed to refer to the Securityholders. (e) No bond shall be required of the Sellers’ Representative. The Sellers’ Representative shall not be liable to any Seller Securityholder for any action act done or omitted hereunder as the Sellers’ Representative while acting in good faith and in the exercise of its reasonable business judgment with respect to any matter arising out of or in connection with the acceptance or administration of its duties hereunder (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith). The Sellers’ Representative shall be entitled to be indemnified by the Securityholders, on a joint and several basis, for any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Sellers’ Representative with respect to any matter arising out of or in connection with the acceptance or administration of its duties hereunder. The Sellers’ Representative shall be entitled to recover from the Securityholders, on a joint and several basis, any out-of-pocket costs and expenses reasonably incurred by the Sellers’ Representative in good faith and in connection with actions taken by ISA the Sellers’ Representative pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, (including the hiring of accountants and legal counsel and the Sellers shall indemnify ISA from any losses arising out incurring of or relating to ISA serving as accounting and legal fees and costs). The Sellers’ representative hereunder. ISA is serving in the capacity as representative Representative shall keep reasonably detailed records of the Sellers hereunder solely costs and expenses for purposes of administrative conveniencewhich it seeks reimbursement as herein provided.

Sellers’ Representative. (a) ▇▇▇▇ ▇▇▇▇▇▇▇ (the “Sellers’ Representative”) is hereby irrevocably constituted and appointed as the attorney-in-fact and agent for each Seller in his, her or its name, place and stead to act on behalf of such Seller in connection with this Agreement and any Transaction Documents and the consummation of the Transactions contemplated hereby or thereby, with such power and authority to execute any and all instruments or other documents, and to do any and all other acts or things (or refrain from doing), in the name and on behalf of each such Seller that Sellers’ Representative may deem necessary, appropriate, helpful or advisable, or that may be required of or permitted by such Seller pursuant to this Agreement or any Transaction Documents or in connection with the consummation of the Transactions contemplated hereby or thereby, provided that, for certainty, such appointment shall not extend to acting for any Seller with respect to matters of employment or matters relating thereto. Without limiting the generality of the foregoing, Sellers’ Representative, acting in his capacity as such, shall have the full power and authority, in the name and on behalf of each Seller, (i) to agree with Buyer or the Company with respect to any matter or thing required or deemed necessary by Sellers’ Representative in connection with the provisions of this Agreement or any Transaction Documents calling for the agreement of the Sellers, (ii) to agree to amend, modify or terminate this Agreement or any Transaction Document, (iii) to give and receive notices on behalf of the Sellers, (iv) to act on behalf of the Sellers in connection with any matter as to which the Sellers are or may be obligated to indemnify Buyer under this Agreement, (v) to interpret the terms and provisions of this Agreement or any Transaction Document, (vi) to dispute or decline to dispute any liability claim hereunder and to negotiate and compromise any dispute that may arise under this Agreement and to sign any releases or other documents with respect to any such dispute, (vii) to negotiate, execute and deliver any Transaction Document, certificate, statement, notice, approval, extension, waiver, amendment or other document required or permitted to be delivered, made or given in connection with the consummation of the Transactions contemplated by this Agreement, (viii) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the Transactions contemplated by this Agreement and (ix) to do all other things and perform all other acts, including executing and delivering all agreements, certificates, receipts, consents, elections, instructions and other instruments or documents contemplated by, or deemed by Sellers’ Representative to be necessary, appropriate, helpful or advisable in connection with, this Agreement or any Transaction Document. By the his or its execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-fact, with acknowledges that Sellers’ Representative has full power of substitution to act in each Seller’s name, place and stead with respect to or in connection with this Agreement and the Transaction, and authority to act on each Seller’s his, her or its behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, and to do bind him, her or refrain from doing all such further acts and things, and execute all such documents, it as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of the Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth fullest extent provided in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this AgreementSection 8.14. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns of the Sellers. Neither Buyer nor any of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.

Sellers’ Representative. (a) By the execution and delivery of this Agreement, each Seller Sellers hereby irrevocably constitutes make, constitute and appoints ISA, and by its signature hereto ISA hereby accepts such appointment, appoint ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Sellers' Representative") as its their true and lawful agent and attorney-in-fact, and representative with full power and authority to take any action of any type whatsoever in connection with the Contemplated Transactions which, in the opinion of the Sellers' Representative, may be of benefit to, in the best interest of or legally required of Sellers. Sellers each acknowledge and agree that (a) the documents executed by the Sellers' Representative may be of benefit to, in the best interest of, or legally required of, Sellers and (b) the documents executed by the Sellers' Representative on behalf of each Seller pursuant to the power of attorney granted hereby shall be in such form and shall contain such terms and conditions as the Sellers' Representative may approve in his sole discretion. Sellers hereby irrevocably grant to the Sellers' Representative full power and authority to do and perform every act and thing whatsoever required, necessary and proper to be done in the exercise of any of the rights and powers hereby granted, as fully and for all intents and purposes as Sellers could do if personally present, with full power of substitution or revocation. Each Seller hereby ratifies and confirms all acts that the Sellers' Representative, or his substitute or substitutes, may do or cause to act be done in each Seller’s name, place and stead with respect to or in connection with 's name by virtue of this Agreement power of attorney and the Transaction, rights and to act on each Seller’s behalf in any dispute, litigation or arbitration involving this Agreement or the Transaction, powers herein granted. Sellers acknowledge and to do or refrain from doing all such further acts and things, and execute all such documentsagree that, as ISA shall deem necessary or appropriate in connection with this Agreement or the Transaction, including the power: (i) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; (ii) to do or refrain from doing any further act or deed on behalf of each Seller that ISA deems necessary or appropriate in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX (and to negotiate, enter into settlements and compromises of, and comply with orders of courts and awards of arbitrators with respect to such claims); and (iii) to retain legal counsel, accountants, consultants and other experts at the expense of the Sellers, and incur any other reasonable expenses (which shall be for the account of the Sellers), in connection with all matters and things set forth or necessary with respect to this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoing. (b) The appointment of ISA as agent of the between Sellers shall be deemed coupled with an interest and shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (all actions taken or any one of them) in all matters related consented to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 ' Representative hereunder shall be conclusive final, irrevocable and binding upon the Sellers, the Sellers shall not have the right to object, dissent, protest or otherwise contest the same, and Buyer shall be entitled to conclusively rely on any and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted by the Sellers to ISA, and shall be binding upon the successors and assigns each of the Sellers. Neither Buyer nor any In the event of its Affiliates shall have any liability the death or obligation with respect to or in connection with incapacity of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Sellers hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as Sellers’ representative ' Representative hereunder. ISA is serving in the capacity as representative of the Sellers hereunder solely for purposes of administrative convenience.ARTICLE III.......

Sellers’ Representative. (a) By The Sellers hereby appoint, authorize and empower the execution and delivery of this AgreementSellers’ Representative to be the exclusive proxy, each Seller hereby irrevocably constitutes and appoints ISArepresentative, and by its signature hereto ISA hereby accepts such appointment, as its true and lawful agent and attorney-in-factfact of each of the Sellers, with full power of substitution substitution, to act in each Seller’s name, place make all decisions and stead with respect to or in connection with this Agreement and the Transaction, determinations and to act and execute, deliver and receive all documents, instruments and consents on each Seller’s behalf of the Sellers at any time, in any dispute, litigation or arbitration involving this Agreement or the Transactionconnection with, and to do or refrain from doing all such further acts and things, and execute all such documents, as ISA shall deem that may be necessary or appropriate in connection with to accomplish the intent and implement the provisions of, Section 8.4 and this Agreement or Article IX. By executing this Agreement, the TransactionSellers’ Representative accepts such appointment, including authority and power. Without limiting the power: generality of the foregoing, the Sellers’ Representative shall have the power to take any of the following actions on behalf of such Sellers: (i) to execute give and deliver all ancillary agreementsreceive notices, certificates communications and documents, and to make representations and warranties therein, on behalf of each Seller that ISA deems necessary or appropriate in connection with the consummation of the Transaction; consents under this Article IX; (ii) to do receive and distribute payments pursuant to this Article IX; (iii) to waive any provision of this Article IX; (iv) to investigate, defend, contest or refrain from doing litigate any further act or deed Action initiated by any Person against the Sellers’ Representative; (v) to receive process on behalf of each Seller that ISA deems necessary any or appropriate all Sellers in its sole discretion relating to the subject matter of this Agreement and the Transaction, as fully and completely as any such Seller could do if present, including make any determination pursuant to Sections 2.06, and take any action pursuant to Article IX Action; (and vi) to negotiate, enter into settlements and compromises of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to such claims)any disputes with respect to matters which are indemnifiable pursuant to this Article IX; and (iiivii) to retain legal counselmake, accountantsexecute, consultants acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other experts at the expense of 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 incur any other reasonable expenses (which shall be for the account of the Sellers)absolute discretion, may consider necessary or proper or convenient in connection with all matters or to carry out the activities described in this Article IX and things set forth or necessary with respect the transactions contemplated by this Article IX; and (viii) to consent to an amendment of this Agreement and the Transaction and to take all actions reasonably necessary or appropriate in the good faith judgment of ISA for the accomplishment of any or all of the foregoingaccordance with Section 8.4. (b) The appointment of ISA as agent of the Sellers shall be deemed Sellers’ Representative by each such Seller is coupled with an interest and may not be revoked in whole or in part (including, upon the death or incapacity of such Sellers). Such appointment shall be irrevocable and Buyer, its Affiliates and any other Person may conclusively and absolutely rely, without inquiry, upon any action of ISA on behalf of the Sellers (or any one of them) in all matters related to or in connection with this Agreement and the Transaction. All notices delivered by Buyer to ISA (whether pursuant hereto or otherwise) for the benefit of the Sellers (or any one of them) shall constitute notice to the Sellers. ISA shall act for the Sellers on all matters set forth in this Agreement in the manner ISA believes in its sole discretion to be in the best interest of the Sellers and consistent with its obligations under this Agreement. (c) All actions, decisions and instructions of ISA taken, made or given pursuant to the authority granted to ISA pursuant to this Section 2.07 shall be conclusive and binding upon the heirs, executors, administrators, estates, personal representatives, officers, directors, security holders, successors and assigns of each such Seller. All decisions of the Sellers’ Representative shall be final and binding on all of the Sellers, the and no such Sellers shall not have the right to object, dissent, protest or otherwise contest the same, . Each of Parent and Buyer shall be entitled to conclusively rely on upon, without independent investigation, any act, notice, instruction or communication from the Sellers’ Representative and all such actions, decisions and instructions of ISA. The provisions of this Section 2.07 are independent and severable, shall constitute an irrevocable power of attorney coupled with an interest and surviving Bankruptcy, granted any document executed by the Sellers’ Representative on behalf of any Sellers to ISA, and shall be binding upon fully protected in connection with any action or inaction taken or omitted to be taken in reliance thereon. (c) The Sellers’ Representative may resign by providing thirty (30) days prior written notice to each Seller and Parent and Buyer. Upon the successors and assigns resignation of the Sellers. Neither Buyer nor any ’ Representative, a majority-in-interest of its Affiliates shall have any liability or obligation with respect to or in connection with the acts or omissions of ISA. (d) ISA shall not be liable to any Seller for any action taken by ISA pursuant to this Agreement unless ISA has acted in bad faith or with gross negligence or willful misconduct, and the Sellers shall indemnify ISA from any losses arising out of or relating to ISA serving as appoint a replacement Sellers’ representative hereunder. ISA is serving Representative to serve in accordance with the capacity as representative terms of the Sellers hereunder solely this Agreement; provided, however, that such appointment shall be subject to such replacement Sellers’ Representative notifying Parent and Buyer in writing of his, her or its appointment and appropriate contact information for purposes of administrative conveniencethis Agreement, and each of Parent and Buyer shall be entitled to rely upon, without independent investigation, the identity of such replacement Sellers’ Representative as set forth in such written notice.