Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) As used in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof. (b) During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred to herein or otherwise to the Common Stockholder. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. (a) As used in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' RepSellers appoint ▇▇▇▇▇▇, and in the case of death, incapacity or resignation of ▇▇▇▇▇▇, appoint ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ant (or any Person appointed as a successor Sellers’ Representative pursuant to Section 1.06(b1.7(b)) hereofas their representative and agent under this Agreement and the Escrow Agreement. (b) During the period ending upon the date when Until all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow AgreementArticle IX), the Sellers who, immediately prior to the Effective TimeClosing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded are entitled to receive more than 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority")Purchase Price, may, from time to time upon written notice to the Sellers' ’ Representative and Buyer, remove the Sellers' ’ Representative or appoint a new Sellers' ’ Representative to fill any vacancy created by upon the death, incapacitationincapacity, resignation or removal of the Sellers' ’ Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers authorize Sellers' ’ Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement (an "Instrument") which the or to enter into one or more amendments or supplements to this Agreement that Sellers' ’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or desirableadvisable, andwhich authority includes the execution and delivery of the Escrow Agreement on behalf of Sellers and any amendments or supplements thereto and the performance of all obligations thereunder, in connection therewithincluding authority to collect and pay funds and dispute, settle, compromise and make all claims. The authority of Sellers’ Representative includes the right to hire or retain, at the sole expense of the Common StockholdersSellers, such counsel, investment bankers, accountants, representatives and other professional advisors as he Sellers’ Representative determines in his Sellers’ Representative sole and absolute discretion to be necessary, appropriate or advisable or appropriate in order to carry out perform this Agreement and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretionAgreement. Any party receiving an Instrument from the Sellers' Representative shall will have the right to rely in good faith upon such Instrumentany action taken by Sellers’ Representative, and to act in accordance with the Instrument such action without independent investigation. (d) Buyer shall will have no liability to any Common Stockholder or otherwise Seller arising out of the acts or omissions of the Sellers' ’ Representative or any disputes among the Common Stockholders Sellers or with the Sellers' ’ Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives Sellers’ Representative to satisfy any obligations it might have under this Agreement, the Escrow Agreement or any other agreement referred to herein in this Agreement or otherwise to the Common StockholderSellers. (e) The Common Stockholders shall indemnify, defend and hold harmless Any expenses of the Sellers' ’ Representative from and against related to any and all claims, demands, actions, suits, causes obligations or the performance of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained any actions or brought against rights hereunder shall be born by the Sellers and/or the Sellers' ’ Representative by any person arising and shall not be deducted from or paid out of the acts or omissions Escrow Funds; provided, however, in the event funds remain in the Indemnification Escrow Fund after the conclusion of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result 18 month escrow that are to be distributed out of the willful misconduct or negligence Escrow Funds to the Sellers, the Sellers’ Representative shall be entitled to be reimbursed for any such expenses prior to the distribution of any funds to the Sellers from the Escrow Funds to the Sellers. (f) Sellers’ Representative accepts the appointment made by this Section 1.7 and agrees to abide by the Sellers' Representativeprovisions of this Section 1.7.

Sellers’ Representative. Each Seller hereby irrevocably appoints BWC (a“Sellers’ Representative”) As used as the sole representative of Sellers to act as the agent and on behalf of Sellers regarding any matter relating to or under this Agreement or the other Transaction Documents from and after the date hereof. Until the delivery of written notice of appointment of a successor Sellers’ Representative reasonably acceptable to Purchasers under this Section 12.18, Sellers’ Representative shall serve as agent and attorney-in-fact for each Seller, for and on behalf of each Seller, with full power and authority to represent, in its sole reasonable discretion, each Seller and such Seller’s successors and assigns with respect to all matters arising under this Agreement and any other Transaction Documents and, except as otherwise provided in this Agreement, the "all actions taken by Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof. (b) During the period ending upon the date when all obligations ’ Representative under this Agreement have been discharged and the Transaction Documents will be binding upon each Seller and such Seller’s successors and assigns as if expressly ratified and confirmed in writing by each of them. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, Sellers’ Representative has full power and authority, on behalf of each Seller and such Seller’s successors and assigns, to interpret the terms and provisions of this Agreement and the Transaction Documents, to dispute or fail to dispute any claim under this Agreement or the Transaction Documents, to negotiate and compromise any dispute that may arise under this Agreement or the Transaction Documents (including all indemnification obligations hereunder with respect to adjustments to Net Working Capital, Cash, Indebtedness and all obligations under the Escrow AgreementTransaction Expenses), to sign any releases or other documents with respect to any such dispute, and to agree to and sign any amendments, waivers, or other documents in connection with the Sellers whoconsummation of the transactions contemplated by this Agreement and the Transaction Documents. A Seller will be deemed a party or a signatory to any contract, immediately prior document, instrument or certificate for which Sellers’ Representative signs on behalf of such Seller. All decisions, actions and instructions by Sellers’ Representative, including the defense or settlement of any claims for which Seller may be required to indemnify the Purchasers pursuant to Section 10.1, will be conclusive and binding on each Seller, and no Seller has the right to object, dissent, protest or otherwise contest the same. Each Seller shall pay and indemnify and hold harmless the Purchaser Indemnified Parties from and against any Losses that they may suffer or sustain as the result of any claim by such Seller or any of its Affiliates that an action taken by Sellers’ Representative on behalf of the Seller is not binding on, or enforceable against, any Seller, except to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% extent such Losses are the result of the amount gross negligence or willful misconduct of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority")any Purchaser. Except as otherwise provided in this Agreement, may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall Purchasers have the right to appoint a rely conclusively on the instructions and decisions of Sellers' ’ Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior as to the Effective Time of such appointment by written notice. A copy settlement of any appointment claims for indemnification by the Majority of Purchasers pursuant to Section 10.1, or any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument other actions required or permitted to be made taken by Sellers’ Representative hereunder, and no Seller will have any cause of action against Purchasers for any action taken by Purchasers in reliance upon the instructions or delivered under decisions of Sellers’ Representative. Any action taken by Sellers’ Representative pursuant to the authority granted in this Agreement Section 12.17 is effective and absolutely binding on each Seller notwithstanding any contrary action of or under direction from such Seller. The liquidation, death or incapacity of any Seller does not terminate the documents referred to authority and agency of Sellers’ Representative (or successor thereto). The provisions of this Section 12.18 are binding upon the successors and assigns of each Seller, and any references in this Agreement (an "Instrument") which to a Seller means and includes the Sellers' Representative determines successors to be necessarysuch Seller’s rights hereunder, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability whether pursuant to any Common Stockholder agreement, operation of law or otherwise arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred to herein or otherwise to the Common Stockholderotherwise. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. (ai) As used the representative of Sellers and Optionholders, Sellers’ Representative shall act as the agent for Sellers and Optionholders and shall have authority to bind each Seller and Optionholder in accordance with this Agreement, the "Representative’s Agreement and the Escrow Agreement (and take any actions to be taken by Sellers' Representative" shall mean Michael Rakestraw , Optionholders or Sellers’ Representative pursuant to the terms of any person appointed as of the foregoing agreements). Buyer may rely on such appointment and authority until receipt of notice of the appointment of a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant ’ Representative upon thirty (30) days prior written notice to Section 1.06(b) hereofBuyer. (bii) During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' ’ Representative, the Buyer shall have the right to appoint a in its capacity as Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' ’ Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to Buyer or the Company for any Common Stockholder or otherwise arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have default under this AgreementAgreement or the Escrow Agreement by any Seller or Optionholder, including any agreement referred to herein or otherwise to the Common Stockholderdefault under Section 2(d). (eiii) The Common Stockholders decision of each Seller to sell the Shares, and each Optionholder to have its outstanding Options cancelled in exchange for the right to receive certain cash payments, pursuant to this Agreement has been made by such Seller and Optionholder independently of any other Seller or Optionholder and independently of any information, materials, statements or opinions as to the terms and conditions of this Agreement and any Ancillary Agreement that may have been made or given by the Company, Sellers’ Representative, any other Seller or Optionholder or by any agent, employee or other representative of Sellers’ Representative or the Company, or any other Seller or Optionholder, and neither Sellers’ Representative nor any Seller or Optionholder or any of their respective agents, employees or other representatives shall indemnifyhave any liability to any other Seller or Optionholder (or any other Person) relating to or arising from any such information, defend materials, statement or opinions, except as expressly provided in a written agreement, if any, between or among Sellers and hold harmless Optionholders. (iv) In the event that the Sellers' ’ Representative becomes unable to perform its responsibilities hereunder or resigns from such position while the Escrow Agent holds all or any portion of the Escrow Amount, the Sellers and against any Optionholders holding a majority of the aggregate Allocable Portions shall, as promptly as practicable, select another representative to fill such vacancy and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against such substituted representative shall be deemed to be the Sellers' ’ Representative by any person arising out for all purposes of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representativethis Agreement.

Sellers’ Representative. (a) As used in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' RepEach Seller and Family Shareholder appoints R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ant . (or any Person appointed as a successor Sellers’ Representative pursuant to Section 1.06(b2.11(b)) hereofas its representative and agent under this Agreement. (b) During the period ending upon the date when Until all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow AgreementArticle IX), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to the Sellers' ’ Representative and Buyer, remove the Sellers' ’ Representative or appoint a new Sellers' ’ Representative to fill any vacancy created by upon the death, incapacitationincapacity, resignation or removal of the Sellers' ’ Representative. FurthermoreIf, if after the death, incapacity, resignation or removal of Sellers' Representative dies’ Representative, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' ’ Representative to fill the vacancy so created. If the Majority is required to but has not been appointed a successor Sellers' Representative by Sellers within 20 15 business days from after a request by Buyer, Buyer to appoint a successor Sellers' Representative, the Buyer shall will have the right to appoint a Sellers' ’ Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time created by written notice of such appointment by written notice. A copy of any appointment by the Majority of any successor to Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Each Seller and Family Shareholder authorizes Sellers' ’ Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement (an "Instrument") which the or to enter into one or more amendments or supplements to this Agreement that Sellers' ’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or desirable, and, in connection therewith, advisable. The authority of Sellers’ Representative includes the right to hire or retain, at the sole expense of the Common StockholdersSellers, such counsel, investment bankers, accountants, representatives and other professional advisors as he Sellers’ Representative determines in his Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretionthis Agreement. Any party receiving an Instrument from the Sellers' Representative shall will have the right to rely in good faith upon such Instrumentany action taken by Sellers’ Representative, and to act in accordance with the Instrument such action without independent investigation. (d) Buyer shall will have no liability to any Common Stockholder Seller or Shareholder or otherwise arising out of the acts or omissions of the Sellers' ’ Representative or any disputes among the Common Stockholders Sellers or with the Sellers' ’ Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives Sellers’ Representative to satisfy any obligations it might have under this Agreement, Agreement or any other agreement referred to herein in this Agreement or otherwise to the Common Stockholdera Seller. (e) The Common Stockholders shall Each Seller and Family Shareholder covenants and agrees to indemnify, defend defend, protect and hold harmless the Sellers' ’ Representative from and against any and all claims, demandsdamages, actions, suits, causes of actionproceedings, damagesdemands, assessments, adjustments, costs and expenses (includingincluding specifically, but without limitationlimitations, reasonable attorneys' fees’ fees and expenses of investigations) (collectively, "Claims") which are hereafter made, sustained or brought against the incurred by Sellers' ’ Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of or incident to any indemnification claims brought by the willful misconduct Buyer, or negligence any claim, loss, cost, damage or expenses suffered or incurred by the Sellers' Representative’ Representative in the course of his status as such as contemplated herein. (f) Sellers’ Representative accepts the appointment made by this Section 2.11 and agrees to abide by the provisions of this Section 2.11.

Sellers’ Representative. The Greystone Principals and Sellers hereby appoint Greystone Partners (the “Sellers’ Representative”) attorney-in-fact, authorized and empowered to act, for and on behalf of all of the Greystone Principals and Sellers, in connection with this Agreement as it relates to the Greystone Principals and/or Sellers generally, and such other matters as are reasonably necessary for the consummation of the Contemplated Transactions including, (a) As used to administer and resolve any disputes or compromise on their behalf with Buyer any claims asserted hereunder, (b) to execute and deliver on behalf of Sellers and/or the Greystone Principals any documents or agreements contemplated by or necessary or desirable in connection with this Agreement, (c) to take such further actions such as coordinating and administering post-Closing matters related to the rights and obligations of the Greystone Principals and/or Sellers as are authorized in this Agreement and (d) to receive and distribute to Sellers cash payable by Buyer to Sellers pursuant to this Agreement, including cash payments pursuant to Section 2.04(c)(ii) and Section 2.05. Without limiting the generality of the preceding sentence, the Greystone Principals and Sellers acknowledge and agree that whenever (i) a consent of the Greystone Principals and/or Sellers is required or permitted under this Agreement, only the consent of Sellers’ Representative will be required to be obtained to make such consent effective as to all of the Greystone Principals and/or Sellers, (ii) a selection, designation or other decision is to be made by the Greystone Principals and/or Sellers pursuant to this Agreement, the "selection, designation or decision of Sellers' Representative" shall mean Michael Rakestraw ’ Representative will be final and binding on all the Greystone Principals and Sellers and (iii) any document or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof. (b) During the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority other item is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior be delivered to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided Greystone Principals and/or Sellers pursuant to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred such delivery will be deemed effective if sent to herein or otherwise to the Common Stockholder. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' ’ Representative.

Sellers’ Representative. (a) As used in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw Sellers appoint ▇▇▇▇▇ ▇. ▇▇▇▇ (or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant Representative pursuant to Section 1.06(b9.4(b)) hereofas their representative and agent under this Agreement ("SELLERS' REPRESENTATIVE"). (b) During the period ending upon the date when Until all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreementthis Article IX), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), ▇▇▇▇ Intl may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by upon the death, incapacitationincapacity, resignation or removal of the Sellers' Representative. FurthermoreIf, if after the death, incapacity, resignation or removal of Sellers' Representative diesRepresentative, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not been appointed a successor Sellers' Representative by Sellers within 20 fifteen (15) business days from after a request by Buyer, Buyer to appoint a successor Sellers' Representative, the Buyer shall will have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time created by written notice of such appointment by written notice. A copy of any appointment by the Majority of any successor to Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers authorize Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement (an "Instrument") which the or to enter into one or more amendments or supplements to this Agreement that Sellers' Representative determines in Sellers' Representative's sole and absolute discretion to be necessary, appropriate or desirableadvisable, andwhich authority includes the authority to collect and pay funds and dispute, in connection therewithsettle, compromise and make all claims. The authority of Sellers' Representative includes the right to hire or retain, at the sole expense of the Common StockholdersSellers, such counsel, investment bankers, accountants, representatives and other professional advisors as he Sellers' Representative determines in his Sellers' Representative's sole and absolute discretion to be necessary, appropriate or advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretionthis Agreement. Any party receiving an Instrument from the Sellers' Representative shall will have the right to rely in good faith upon such Instrumentany action taken by Sellers' Representative, and to act in accordance with the Instrument such action without independent investigation. (d) Buyer shall will have no liability to any Common Stockholder Seller or otherwise arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders Sellers or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives Sellers' Representative to satisfy any obligations it might have under this Agreement, Agreement or any other agreement referred to herein in this Agreement or otherwise to the Common StockholderSellers. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. 15.1 Each Majority Seller irrevocably and unconditionally appoints the Sellers' Representative (aand any replacement Sellers' Representative from time to time) as his agent to negotiate, determine, agree and settle any dispute or matter between the Sellers (or any group of them) and the Buyer arising out of or in connection with this Agreement where this Agreement confers such responsibility on Sellers' Representative. As used the representative of the Majority Sellers under this Agreement and/or any Transaction Document, the Sellers' Representative shall act as the agent for all Majority Sellers, shall have authority to bind each such Majority Seller in accordance with this Agreement, and the "Buyer may rely on such appointment and the Sellers' Representative" shall mean Michael Rakestraw or any person appointed as ’s authority to bind the Majority Sellers until the receipt by the Buyer of notice of the appointment of a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereofRepresentative. (b) During 15.2 The Majority Sellers confirm that the period ending upon Buyer may rely exclusively upon, without independent verification or investigation, all decisions, communications or writings made, given or executed by the date when all obligations under Sellers' Representative in connection with this Agreement have been discharged (including and/or any Transaction Document. The Buyer is entitled to deal exclusively with the Sellers' Representative on all indemnification obligations hereunder matters relating to this Agreement and/or any Transaction Document and all obligations under any action taken or not taken or decisions, communications or writings made, given or executed by the Escrow Agreement)Sellers' Representative, for or on behalf of any Majority Seller, shall be deemed an action taken or not taken or decisions, communications or writings made, given or executed by such Majority Seller. Any notice or communication delivered by the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice Buyer to the Sellers' Representative and Buyer, remove shall be deemed to have been delivered to all relevant Majority Sellers. 15.3 The Sellers' Representative shall have no liability to the Buyer for any default under this Agreement and/or any Transaction Document where the Sellers' Representative or appoint acts in a new Sellers' Representative to fill any vacancy created by capacity other than his capacity as the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided have no liability to the Buyer promptly after it for any default under this Agreement and/or Transaction Document by any other Majority Seller. Except for fraud, criminal activity, gross negligence or wilful misconduct in his capacity as Sellers' Representative on his part, the Sellers' Representative shall have been effectedno liability to any other Majority Seller under this Agreement and/or under any Transaction Document for any action or omission by the Sellers' Representative on behalf of the other Majority Sellers. (c) 15.4 The Sellers' Representative shall be authorized, upon approval by a Majority, entitled to take any action retain counsel and to make incur such costs and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which expenses as the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine deems to be necessary or desirable appropriate in their sole connection with the performance of his obligations under this Agreement and/or under any Transaction Document and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have be reimbursed for all such costs and expenses (including reasonable attorneys' fees and expenses) by the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigationMajority Sellers. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out 15.5 All of the acts or omissions of immunities and powers granted to the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this AgreementAgreement shall survive the Completion Date and/or any termination of any Transaction Document. The grant of authority provided for herein (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy, dissolution, winding up or liquidation of any agreement referred to herein or otherwise to of the Common StockholderMajority Sellers and (ii) shall survive Completion. (e) The Common Stockholders shall indemnify, defend and hold harmless 15.6 Each Majority Seller irrevocably appoints the Sellers' Representative to be his or her or its lawful attorney with full power, authority and legal right in his/her/its name and on his/her/its behalf to sign, execute or deliver any required stock transfer form in respect of the transfer of his/her/its respective shares under this Agreement. 15.7 Each Majority Shareholder agrees to indemnify and hold the Sellers' Representative harmless from and against any and all claimsliability, demandsloss, actionscost, suits, causes of action, damages, costs and expenses damage or expense (including, including without limitation, attorneys' limitation professional fees) (collectively, "Claims") which are hereafter made, sustained reasonably incurred or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred suffered as a result of the willful performance of the Sellers' Representative's duties under this Agreement except for any such liability arising out of the wilful misconduct or negligence by of the Sellers' Representative.

Sellers’ Representative. (a) As used in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw Sellers hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant ’ Representative pursuant to this Section 1.06(b1.5) hereofas their representative and agent under this Agreement, the Escrow Agreement, the Put/Call Agreement and the Environmental Remediation Agreement. (b) During the period ending upon the date when Until all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Article VIII of this Agreement), the Sellers who, immediately prior to the Effective TimeClosing, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded are entitled to receive 50% or more of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority")Closing Payment, may, from time to time upon written notice to the Sellers' ’ Representative and Buyer, remove the Sellers' ’ Representative or appoint a new Sellers' ’ Representative to fill any vacancy created by upon the death, incapacitationincapacity, resignation or removal of the Sellers' ’ Representative. FurthermoreIf, if after the death, incapacity, resignation or removal of Sellers' Representative dies’ Representative, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' ’ Representative to fill the vacancy so created. If the Majority is required to but has not been appointed a successor Sellers' Representative by Sellers within 20 30 business days from after a request by Buyer, Buyer to appoint a successor Sellers' Representative, the Buyer shall will have the right to appoint a Sellers' ’ Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time created by written notice of such appointment by written notice. A copy of any appointment by the Majority of any successor to Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers authorize Sellers' ’ Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement, to waive any requirements of this Agreement (an "Instrument") which the or to enter into one or more amendments or supplements to this Agreement that Sellers' ’ Representative determines in Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or desirableadvisable, andwhich authority includes the execution and delivery of the Escrow Agreement on behalf of Sellers and any amendments or supplements thereto and the performance of all obligations thereunder, in connection therewithincluding authority to collect and pay funds and dispute, settle, compromise and make all claims. The authority of Sellers’ Representative includes the right to hire or retain, at the sole expense of the Common StockholdersSellers, such counsel, investment bankers, accountants, representatives and other professional advisors as he Sellers’ Representative determines in his Sellers’ Representative’s sole and absolute discretion to be necessary, appropriate or advisable or appropriate in order to carry out perform this Agreement and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretionAgreement. Any party receiving an Instrument from the Sellers' Representative shall will have the right to rely in good faith upon such Instrumentany action taken by Sellers’ Representative, and to act in accordance with the Instrument such action without independent investigation. (d) Buyer shall will have no liability to any Common Stockholder Seller or otherwise arising out of the acts or omissions of the Sellers' ’ Representative or any disputes among the Common Stockholders Sellers or with the Sellers' ’ Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives Sellers’ Representative to satisfy any obligations it might have under this Agreement, the Escrow Agreement or any other agreement referred to herein in this Agreement or otherwise to the Common StockholderSellers. (e) The Common Stockholders Sellers’ Representative shall not have any liability to any Seller for any action taken in good faith by Sellers’ Representative (after such consultation with Sellers as may be reasonable or appropriate under the circumstances) pursuant to its appointment hereunder. Sellers hereby agree jointly and severally to indemnify, defend and hold harmless the Sellers' ’ Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses costs, expenses, losses or liabilities (including, without limitation, any attorneys' fees’ fees and costs) of any kind Sellers’ Representative may incur or sustain in connection with the performance in good faith of his duties hereunder. Without limiting the foregoing, Sellers agree to reimburse Sellers’ Representative, promptly upon Sellers Representative’s request therefore (collectivelytogether with reasonable supporting documentation), "Claims") which are hereafter made, sustained for all out-of-pocket costs and expenses incurred by or brought against at the direction of Sellers' ’ Representative in connection with the performance of his duties hereunder. Sellers’ Representative accepts the appointment made by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence this Section 1.5 and agrees to abide by the Sellers' Representativeprovisions of this Section 1.5.

Sellers’ Representative. (a) As used in Upon the signing of this Agreement, the Stockholders hereby appoint ▇▇▇▇ as the representative for all Stockholders (including, without limitation, all Principal Stockholders) in connection with the transactions contemplated by this Agreement (in such capacity, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor "). The Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof. (b) During Representative will represent the period ending upon the date when all obligations Stockholders under this Agreement (including, without limitation, with respect to Tax matters in Section 4.17, the closing conditions in Section 5.2, the Contingent Payments, the Closing Balance Sheet, any Purchase Price Adjustment or Purchase Price repayments and any Claims for indemnification pursuant to Article VI) until all Stockholders' duties under this Agreement are discharged. The Sellers' Representative will have been discharged (including all indemnification obligations hereunder full and irrevocable power and authority to act for and in the name of and as agent for the Stockholders under this Agreement and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to Stockholders will be bound by the Sellers' Representative Representative's agreements and Buyer, remove the decisions with respect hereto. The Sellers' Representative will provide Buyer with a true, correct and complete list of the Stockholders and their respective addresses and account information (the "Stockholders' List") and will update the Stockholders' List in writing as is necessary to keep the Stockholders' List current, complete and accurate. Buyers may rely on any document (including, without limitation, the Stockholders' List) believed by them to have been signed or appoint a new Sellers' Representative to fill any vacancy created presented by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if Buyers will have no obligation to investigate any fact or matter set forth in any such document and all Stockholders will be bound by any such document delivered by the Sellers' Representative diesto Buyers. In the event ▇▇▇▇ resigns, dies or becomes incapacitated, resigns or is removed by the holders of a Majority, majority of the Majority shall appoint a successor Sellers' Representative issued and outstanding Shares immediately prior to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to Closing will appoint a successor Sellers' Representative, notwithstanding the Buyer shall have absence of a quorum. The Stockholders will give Buyers written notice of any change in the right to appoint a Sellers' Representative to fill any vacancy so createdand until such written notice is received by Buyers, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor change in Sellers' Representative shall will not be provided to Buyer promptly after it shall have been effected. (c) effective or binding on Buyers. The Sellers' Representative shall will not be authorized, upon approval by a Majority, liable to take any action Stockholder for any act done or omitted hereunder as Sellers' Representative while acting in good faith and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under in the documents referred to in this Agreement (an "Instrument") which exercise of reasonable judgment. The Stockholders will severally indemnify the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from hold the Sellers' Representative shall have harmless against any loss, liability or expense incurred without negligence or bad faith on the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out of the acts or omissions part of the Sellers' Representative and arising out of or any disputes among in connection with the Common Stockholders acceptance or with administration of the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred to herein or otherwise to the Common Stockholder's duties hereunder. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. (a) As used in Sellers have appointed Hubson as Sellers’ representative (“Sellers’ Representative”) to act on behalf of any or all Sellers under this Agreement and the Escrow Agreement pursuant to that certain Contribution and Appointment Agreement entered into by and among Sellers and dated of even date herewith (the “Appointment Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof”). (b) During If, after the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement)dissolution, the Sellers whobankruptcy, immediately prior to the Effective Timeinsolvency, held Company Common Stock representing an aggregate number or removal, as applicable, of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority")Sellers’ Representative, may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' ’ Representative to fill the vacancy so created. If the Majority is required to but has not been appointed a successor Sellers' Representative by Sellers within 20 thirty (30) business days from after a written request by Buyer, Buyer to appoint a successor Sellers' Representative, the Buyer shall will have the right to appoint a an independent Sellers' ’ Representative to fill any vacancy so createdcreated by written notice of such appointment to Sellers. Sellers may immediately remove Buyer’s appointee, and may appoint a Sellers’ Representative at any time, but such appointment shall advise all those who were holders not be effective until Buyer receives notice of Company Common Stock immediately such appointment in accordance with the notice requirements set forth in Section 9.5. Sellers represent and warrant that they have entered into the Appointment Agreement and that Buyer is an express third party beneficiary of the obligations of the parties under Sections 5, 7, 8 and 10 thereunder. A true and complete copy of the Appointment Agreement, as amended through the date hereof, has been made available to Buyer prior to the Effective Time execution by Acquisition Co. and Buyer of such appointment by this Agreement. None of Sellers shall amend, modify, waive any of its rights under Sections 5, 7, 8 or 10 of the Appointment Agreement, or terminate the Appointment Agreement without the prior written notice. A copy consent of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effectedBuyer. (c) The Sellers' Representative shall be authorizedNone of Buyer, upon approval by a MajorityAcquisition Co., to take Company or any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative respective Affiliates shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability any Liability to any Common Stockholder Seller or otherwise arising to the extent they arise out of the acts or omissions of the Sellers' ’ Representative or any disputes among the Common Stockholders or between Sellers or with the Sellers' ’ Representative. Buyer, Acquisition Co., Company and their respective Affiliates shall be entitled to treat Sellers’ Representative as the duly appointed attorney-in-fact of each Seller and, in their dealings with Sellers’ Representative, may rely, without inquiry, upon any act, decision, consent or instruction of Sellers’ Representative as the act, decision, consent or instruction of any or all Sellers. Notices given to Sellers’ Representative in accordance with the provisions of this Agreement or any of the other instruments and documents contemplated hereby or executed in connection herewith (the “Ancillary Agreements”) shall constitute notice to Sellers for all purposes under this Agreement and such Ancillary Agreements. Payment to Sellers’ Representative of any amounts required to be paid by or on behalf of Acquisition Co., Buyer, Company or any of their respective Affiliates to Sellers’ Representative under this Agreement or any Ancillary Agreement shall be for the account and benefit of Sellers and no Seller shall have any right to make any claim against Acquisition Co., Buyer, Company or any of their respective Affiliates with respect to any failure of Sellers’ Representative to distribute such payments to Sellers. Sellers’ Representative hereby represents and warrants to Acquisition Co. and Buyer may rely entirely that the appointment of Sellers’ Representative by Sellers and the authority to act on its dealings Sellers’ behalf pursuant to this Section 1.6 (i) has been duly authorized by all requisite action, and no other proceedings on the part of Sellers is necessary to authorize such appointment or action, and (ii) does not (x) conflict with or violate the governing documents of Sellers’ Representative, (y) conflict with or violate any Law applicable to Sellers’ Representative, or (z) conflict with, and notices result in any breach of, give rise to and froma right of termination, cause the Shareholder Representatives to satisfy forfeiture of any obligations it might have under right, constitute a default (or an event that, with notice or lapse of time or both would become a default under), require any notice or consent of any person pursuant to, or otherwise violate any Contract binding upon Sellers’ Representative. For purposes of this Agreement, “Law” shall mean any agreement referred to herein applicable foreign, federal, state or otherwise to the Common Stockholderlocal statute, law (including common law), rule, governmental or non-governmental permit, authorization, license or approval, ordinance, regulation, code, order (whether temporary, preliminary or permanent), judgment, injunction, writ, decree, administrative requirement or other restriction. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. (a) As used 10.6.1 Except as otherwise provided in this Agreement, any right or action that may be taken at the "election of the Sellers will be taken by a duly appointed representative of the Sellers (the “Sellers' ’ Representative" shall mean Michael Rakestraw or ”) on behalf thereof. The initial Sellers’ Representative will be Stellex Capital Partners LP. Upon its resignation, the holders of a majority of the voting power of the Securities at any person appointed as time prior to the Closing or, if after Closing, persons who held a majority of the voting power of the Securities at Closing may designate a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant ’ Representative, subject to the approval of the selection of the successor Sellers’ Representative by Purchaser, such approval not to be unreasonably withheld. 10.6.2 Except as otherwise provided in this Agreement, any right or action that may be taken at the election of the Sellers will be taken by the Sellers’ Representative on behalf of the Sellers. Each of the Sellers hereby irrevocably appoints (except if, and only if, a successor Sellers’ Representative is appointed pursuant to Section 1.06(b10.6.1 by the requisite vote of the relevant holders of Securities) hereof. the Sellers’ Representative (and any successor chosen as Sellers’ Representative pursuant to Section 10.6.1) as the agent and attorney-in-fact of each of the Sellers for the purposes of acting in the name and stead of such Seller in: (a) receiving and holding -39- EAST\168212916.9 in trust and, if appropriate under this Agreement, distributing the Transaction Consideration and paying any associated costs and expenses of the transactions hereunder required to be paid by such Seller; (b) During the period ending upon the date when giving and receiving all obligations under notices permitted or required by this Agreement have been discharged (including or the Escrow Agreement and acting on the Sellers’ behalf hereunder for all indemnification obligations hereunder and all obligations under purposes specified in this Agreement or in the Escrow Agreement), ; (c) delivering any unit certificates or instruments of transfer for the Securities endorsed or executed by the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of Purchaser at Closing and any and all assignments relating thereto; (d) agreeing with the amount of such Company Common Stock outstanding immediately prior Purchaser as to the Effective Time (a "Majority"), may, from time any amendments to time upon written notice to this Agreement that the Sellers' ’ Representative and Buyer, remove may deem necessary or advisable in the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal best interests of the Sellers' Representative. Furthermore, if including the extension of time in which to consummate the transactions contemplated by this Agreement, and the waiver of any conditions to Closing; (e) employing legal counsel on behalf of the Sellers' Representative dies; (f) paying any legal, becomes incapacitatedaccounting, resigns investment banking, or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, other fees and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment expenses incurred by the Majority of any successor Sellers' ’ Representative shall be provided to Buyer promptly after it shall have been effected. in consummating the transactions contemplated by this Agreement; (cg) The Sellers' Representative shall be authorizedprosecuting, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent defending or instrument required or permitted to be made or delivered settling claims arising under this Agreement or under the documents referred to Escrow Agreement; and (h) making, executing, acknowledging, and delivering all such Contracts, Orders, receipts, notices, requests, instructions, certificates, letters, and other writings, and in this Agreement (an "Instrument") general doing all things and taking all actions, which the Sellers' ’ Representative determines to be necessaryin its sole discretion, appropriate may consider necessary or desirable, and, proper in the best interests of the Sellers in connection therewith, to hire with or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out the terms of this Agreement, as fully as if such Sellers were personally present and perform his rights acting. This power of attorney and obligations hereunder. The Stockholders all authority conferred hereby grant each is granted and conferred in consideration of those interests and for the purpose of completing the transactions contemplated hereby, and this power of attorney and all authority conferred hereby shall be irrevocable and shall not be terminated by the Sellers or by operation of Law, whether by the termination of the Sellers' Representatives ’ Representative or by the right and power to execute the Escrow Agreement on their behalf with such changes occurrence of any other event. If any Seller who is an individual should die or amendments thereto as the Sellers' Representativebecome incompetent or incapacitated, any Seller that is a legal entity should be dissolved, liquidated, or either wound up, or any other similar event should occur before the delivery of themunit certificates or other instruments of transfer representing the Securities pursuant to this Agreement, such unit certificates and instruments shall determine to nevertheless be necessary delivered by or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon on behalf of such Instrument, and to act Seller in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out terms and conditions of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred and all actions taken by the Sellers’ Representative pursuant to herein this Agreement shall be as valid as if such death, incompetence, incapacity, dissolution, termination, winding up, or otherwise other similar event had not occurred, regardless of whether the Purchaser or the Sellers’ Representative has received notice of such death, incompetence, incapacity, dissolution, termination, winding up, or other similar event. The Sellers’ Representative will be promptly reimbursed by the Sellers for all reasonable expenses, disbursements, or advances incurred by the Sellers’ Representative in such capacity upon demand. The Sellers, severally and not jointly, agree to the Common Stockholder. (e) The Common Stockholders shall indemnify, defend indemnify and hold harmless the Sellers' Representative ’ Representatives for and from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred Damages it may incur as a result of the willful misconduct its duties hereunder or negligence by any of its actions or inactions as such, except as may result from the Sellers' ’ Representative’s actions that would constitute fraud, breach of fiduciary duty, willful misconduct, or gross negligence.

Sellers’ Representative. (a) As used in In order to efficiently administer the transactions contemplated hereby, including, without limitation (i) final determination of all matters under Sections 1.3(c), 1.6, 1.7, 1.8 and 1.9, including, without limitation, the Share Percentage, Asset Percentage, the Blended Percentage, Closing Base EBIT, Sellers’ Base EBIT, Final Base EBIT, Estimated Closing Date Working Capital, Sellers’ Working Capital, Final Closing Date Working Capital, the Preliminary Base Purchase Price, the Sellers’ Base Purchase Price, the Final Base Purchase Price, the Final Purchase Price, Base Earn-out Consideration, Additional Earn-out Consideration, Earn-out Consideration, EBIT of the Business Unit, Target EBIT, and Acquired Entity EBIT (collectively, the “Determined Matters”), (ii) the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, (iii) the defense and/or settlement of any claims for which the Sellers may be required to indemnify the Buyer Parties pursuant to Article VIII hereof, and (iv) give and receive all notices required to be given under this Agreement, the "Sellers hereby designate the Sellers' Representative" shall mean Michael Rakestraw or any person appointed ’ Representative as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereoftheir representative. (b) During The Sellers hereby authorize the period ending upon Sellers’ Representative (i) to make all decisions relating to the date when final determination of all matters under Sections 1.6, 1.7, 1.8 and 1.9, including, without limitation, the Determined Matters, including resolution of objections under Sections 1.7 and 1.9, (ii) to take all action necessary in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated hereby, (iii) to defend and/or settle or compromise claims for which the Sellers may be required to indemnify the Buyer Indemnified Parties pursuant to Article VIII hereof, (iv) to give and receive all notices required to be given under this Agreement have been discharged Agreement, and (including all indemnification obligations hereunder iv) to take any and all obligations under the Escrow Agreement), additional action as is contemplated to be taken by or on behalf of the Sellers who, immediately prior to by the Effective Time, held Company Common Stock representing an aggregate number terms of shares of Company Common Stock which exceeded 50% of this Agreement. (c) In the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to event that the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' ’ Representative dies, becomes incapacitated, unable to perform his or her responsibilities hereunder or resigns or is removed by a Majorityfrom such position, the Majority Sellers holding, prior to the Closing Date, a majority of the Shares shall appoint a successor Sellers' Representative select another representative to fill such vacancy and such substituted representative shall be deemed to be the vacancy so created. If Sellers’ Representative for all purposes of this Agreement and the Majority is documents delivered pursuant hereto. (d) All decisions and actions by the Sellers’ Representative, including final determination of all matters under Sections 1.6, 1.7, 1.8 and 1.9, including, without limitation, the Determined Matters, including resolution of objections under Sections 1.7 and 1.9, or the defense or settlement of any claims for which the Sellers may be required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, indemnify the Buyer Indemnified Parties pursuant to Article VIII hereof and any and all additional action as is contemplated to be taken by or on behalf of the Sellers, shall be binding upon all of the Sellers, and no Seller shall have the right to appoint a Sellers' Representative to fill any vacancy so createdobject, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorizeddissent, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder protest or otherwise arising out of contest the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred to herein or otherwise to the Common Stockholdersame. (e) The Common Stockholders By his or her execution of this Agreement, each Seller agrees that: (i) FTI and the Buyer shall indemnifybe able to rely conclusively on the instructions and decisions of the Sellers’ Representative as to final determination of all matters under Sections 1.6, defend 1.7, 1.8 and 1.9, including, without limitation, the Determined Matters, including resolution of objections under Sections 1.7 and 1.9, or the defense or settlement of any claims for which the Sellers may be required to indemnify the Buyer Indemnified Parties pursuant to Article VIII hereof and any and all additional action as is contemplated to be taken by or on behalf of the Sellers, permitted to be taken by the Sellers’ Representative hereunder, and no party hereunder shall have any cause of action against the Buyer Parties for any action taken by the Buyer Parties in reliance upon the written instructions of the Sellers’ Representative; (ii) all actions, decisions and instructions of the Sellers’ Representative shall be conclusive and binding upon all of the Sellers and no Seller shall have any cause of action against the Sellers’ Representative for any action taken, decision made or instruction given by the Sellers’ Representative under this Agreement, except for fraud or willful breach of this Agreement by the Sellers’ Representative; (iii) the provisions of this Section 1.10 are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Sellers may have in connection with the transactions contemplated by the Transaction Documents; (iv) the provisions of this Section 1.10 shall be binding upon the executors, heirs, legal representatives and successors of each Seller, and any references in this Agreement to a Seller or the Sellers shall mean and include the successors to the Sellers’ rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (v) to the extent permitted by law, the Sellers shall indemnify and hold harmless the Sellers' ’ Representative from and against any and all losses, claims, demandsexpense, actions, suits, causes cause of action, damagesdamages or liabilities (joint or several) to which the Sellers’ Representative may become subject in connection with fulfilling the role of Sellers’ Representative as contemplated by this Agreement, costs and shall reimburse the Sellers’ Representative for any legal or other expenses reasonably incurred in connection with investigating and defending any such loss, claim, damage, liability or action. (f) All fees and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence incurred by the Sellers' Representative’ Representative shall be paid by the Sellers.

Sellers’ Representative. (a) As used in Sellers have appointed Hubson as Sellers’ representative (“Sellers’ Representative”) to act on behalf of any or all Sellers under this Agreement and the Escrow Agreement pursuant to that certain Contribution and Appointment Agreement entered into by and among Sellers and dated of even date herewith (the “Appointment Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof”). (b) During If, after the period ending upon the date when all obligations under this Agreement have been discharged (including all indemnification obligations hereunder and all obligations under the Escrow Agreement)dissolution, the Sellers whobankruptcy, immediately prior to the Effective Timeinsolvency, held Company Common Stock representing an aggregate number or removal, as applicable, of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority")Sellers’ Representative, may, from time to time upon written notice to the Sellers' Representative and Buyer, remove the Sellers' Representative or appoint a new Sellers' Representative to fill any vacancy created by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if the Sellers' Representative dies, becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' ’ Representative to fill the vacancy so created. If the Majority is required to but has not been appointed a successor Sellers' Representative by Sellers within 20 thirty (30) business days from after a written request by Buyer, Buyer to appoint a successor Sellers' Representative, the Buyer shall will have the right to appoint a an independent Sellers' ’ Representative to fill any vacancy so createdcreated by written notice of such appointment to Sellers. Sellers may immediately remove Buyer’s appointee, and may appoint a Sellers’ Representative at any time, but such appointment shall advise all those who were holders not be effective until Buyer receives notice of Company Common Stock immediately such appointment in accordance with the notice requirements set forth in Section 9.5. Sellers represent and warrant that they have entered into the Appointment Agreement and that Buyer is an express third party beneficiary of the obligations of the parties under Sections 5, 7, 8 and 10 thereunder. A true and complete copy of the Appointment Agreement, as amended through the date hereof, has been made available to Buyer prior to the Effective Time execution by Acquisition Co. and Buyer of such appointment by this Agreement. None of Sellers shall amend, modify, waive any of its rights under Sections 5, 7, 8 or 10 of the Appointment Agreement, or terminate the Appointment Agreement without the prior written notice. A copy consent of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effectedBuyer. (c) The Sellers' Representative shall be authorizedNone of Buyer, upon approval by a MajorityAcquisition Co., to take Company or any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative respective Affiliates shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability any Liability to any Common Stockholder Seller or otherwise arising to the extent they arise out of the acts or omissions of the Sellers' ’ Representative or any disputes among the Common Stockholders or between Sellers or with the Sellers' ’ Representative. Buyer, Acquisition Co., Company and their respective Affiliates shall be entitled to treat Sellers’ Representative as the duly appointed attorney-in-fact of each Seller and, in their dealings with Sellers’ Representative, may rely, without inquiry, upon any act, decision, consent or instruction of Sellers’ Representative as the act, decision, consent or instruction of any or all Sellers. Notices given to Sellers’ Representative in accordance with the provisions of this Agreement or any of the other instruments and documents contemplated hereby or executed in connection herewith (the “Ancillary Agreements”) shall constitute notice to Sellers for all purposes under this Agreement and such Ancillary Agreements. Payment to Sellers’ Representative of any amounts required to be paid by or on behalf of Acquisition Co., Buyer, Company or any of their respective Affiliates to Sellers’ Representative under this Agreement or any Ancillary Agreement shall be for the account and benefit of Sellers and no Seller shall have any right to make any claim against Acquisition Co., Buyer, Company or any of their respective Affiliates with respect to any failure of Sellers’ Representative to distribute such payments to Sellers. Sellers’ Representative hereby represents and warrants to Acquisition Co. and Buyer may rely entirely that the appointment of Sellers’ Representative by Sellers and the authority to act on its dealings Sellers’ behalf pursuant to this Section 1.6 (i) has been duly authorized by all requisite action, and no other proceedings on the part of Sellers is necessary to authorize such appointment or action, and (ii) does not (x) conflict with or violate the governing documents of Sellers’ Representative, (y) conflict with or violate any Law applicable to Sellers’ Representative; or (z) conflict with, and notices result in any breach of, give rise to and froma right of termination, cause the Shareholder Representatives to satisfy forfeiture of any obligations it might have under right, constitute a default (or an event that, with notice or lapse of time or both would become a default under), require any notice or consent of any person pursuant to, or otherwise violate any Contract binding upon Sellers’ Representative. For purposes of this Agreement, “Law” shall mean any agreement referred to herein applicable foreign, federal, state or otherwise to the Common Stockholderlocal statute, law (including common law), rule, governmental or non-governmental permit, authorization, license or approval, ordinance, regulation, code, order (whether temporary, preliminary or permanent), judgment, injunction, writ, decree, administrative requirement or other restriction. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. 15.1 Subject to Clause 15.2, each Seller hereby appoints CIPEF ETW (Jersey) Limited as its representative (the “Sellers’ Representative”). The Sellers’ Representative shall have full authority to execute and deliver the Escrow Agreement and other Transaction Documents, to give and receive notices and communications, to receive payments under or pursuant to this Agreement and the other Transaction Documents and to disburse such payments to the Sellers, to authorise release of funds from the Relevant Claim Escrow Account in satisfaction of Relevant Claims by the Purchaser, to authorise release of funds from the Interim Amount Escrow Account, to object to release of funds from either the Relevant Claim Escrow Account or the Interim Amount Escrow Account to the Purchaser, to agree to, negotiate, enter into settlements and compromises of, and comply with orders of arbitrators or courts with respect to such Relevant Claims or matters under the other Transaction Documents, and to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing; provided that (a) As used the relevant Seller’s prior written consent to any such action to be taken by the Sellers’ Representative shall be required in this Agreement, relation to a Relevant Claim against the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof. relevant Seller only and (b) During the period ending Sellers’ Representative may not proportionately disadvantage a Seller (based on the pro rata portion of the Consideration received by the Sellers) without such Seller’s prior written consent. 15.2 Any person serving as Sellers’ Representative hereunder may resign at any time upon giving at least thirty days’ written notice to the date when all obligations under this Agreement have been discharged Parties. Upon such resignation and with the written approval of the Purchaser (including all indemnification obligations hereunder and all obligations under not to be unreasonably withheld, delayed or conditioned; provided that such approval shall not be required from the Escrow AgreementPurchaser if the successor entity is a wholly-owned subsidiary of CIPEF ETW (Jersey) Limited), the Sellers who, immediately prior shall appoint a successor to such person within such thirty day period and shall promptly notify the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount Purchaser of such Company Common Stock outstanding immediately prior to appointment. Such representation may be changed by the Effective Time (a "Majority"), may, Sellers from time to time upon not less than thirty days’ prior written notice to the Purchaser and subject to the written approval of the Purchaser (not to be unreasonably withheld, delayed or conditioned); provided, however, that no person serving as Sellers' ’ Representative may be removed unless holders of a majority interest in the Relevant Claim Escrow Amount agree to such removal and Buyer, remove to the identity of the substituted representative. Any vacancy in the position of Sellers' ’ Representative or appoint may be filled by approval of the holders of a new Sellers' Representative to fill any vacancy created by majority interest in the death, incapacitation, resignation or removal Relevant Claim Escrow Amount. No bond shall be required of the Sellers' ’ Representative, and the Sellers’ Representative shall not receive compensation for its services. 15.3 Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers. The Sellers’ Representative shall pass (and for the purposes of this Agreement shall be deemed to have passed) any notices received pursuant to this Agreement on behalf of a Seller to such Seller without undue delay. 15.4 Signature of this Agreement by the Sellers’ Representative constitutes its acceptance of its appointment as Sellers’ Representative. Furthermore, if Signature of this Agreement by the Sellers constitutes (a) their acknowledgement that the Sellers' ’ Representative diesis so authorised to act on their behalf to the extent set forth and as contemplated by this Agreement, becomes incapacitatedand (b) their undertaking, resigns at the Purchaser’s request, to ratify any step taken or commitment made by the Sellers’ Representative on the relevant Seller’s behalf, but only to the extent that the Sellers’ Representative is removed authorized to take such step or make such commitment pursuant to this Agreement in accordance with this Agreement or the Escrow Agreement or any other Transaction Document. 15.5 Each Seller agrees that the Sellers’ Representative shall not be liable to any Seller for any act or omission in connection with the performance by a Majorityit of any of its duties, functions or role as Sellers’ Representative pursuant to this Agreement (or, for the avoidance of doubt, the Majority Escrow Agreement or any other Transaction Document), except in the case of wilful default, fraud or gross negligence. Each Seller agrees not to bring any action or claim against the Sellers’ Representative in connection with the Sellers’ Representative’s appointment as Sellers’ Representative and/or in relation to any action which the Sellers’ Representative has taken or omitted to take in the past or may in the future take or omit to take in its capacity as the Sellers’ Representative, except in the case of wilful default, fraud or gross negligence. The Sellers shall, based on their Relevant Proportions, severally indemnify the Sellers’ Representative and hold the Sellers’ Representative harmless against any Loss incurred without wilful default, fraud or gross negligence on the part of the person serving as Sellers’ Representative and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder, including the reasonable fees and expenses of any outside legal counsel retained by the Sellers’ Representative. 15.6 The Purchaser may rely upon any decision, act, consent or instruction of the Sellers’ Representative on behalf of the Sellers in connection with this Agreement, the Escrow Agreement or any other Transaction Document as being the decision, act, consent or instruction of each Seller. In furtherance of the foregoing, the Purchaser may rely exclusively, without independent verification or investigation, upon all decisions, communications or writings made, given or executed by the Sellers’ Representative or actions omitted to be taken by the Sellers’ Representative in connection with this Agreement, a Transaction Document and the transactions contemplated hereby and thereby. Any notice or communication delivered by the Purchaser to the Sellers’ Representative shall appoint a successor be deemed to have been delivered to all Sellers' . Notwithstanding anything to the contrary herein, each Seller acknowledges and agrees that the Purchaser shall be entitled to rely upon the allocation by the Sellers’ Representative of any amounts payable pursuant to fill this Agreement among the vacancy so created. If Sellers, and, subject to actual payment of any such amounts by the Majority is required Purchaser to but has not appointed a successor the Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' ’ Representative, the Buyer Purchaser shall not have any liability to any Seller or any other person with respect to any claim that the right to appoint a amounts paid by the Sellers' ’ Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior the Sellers are incomplete or inaccurate. Any payment by the Purchaser to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' ’ Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under any other Transaction Document will be considered a payment by the documents referred to in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholders, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative shall have the right to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders or with the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred to herein or otherwise Purchaser to the Common Stockholderapplicable Sellers. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.

Sellers’ Representative. (a) As used Seller hereby appoint E. James Klund as the representative for the Sellers in this Agreement, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor Sellers' Rep▇▇▇▇▇▇▇▇connection with ▇▇▇ ▇▇▇▇▇ant ▇▇tions (in such capacity, the "Sellers' Representative"). The Sellers' Representative shall represent the Sellers with respect to Section 1.06(b) hereof. (b) During the period ending upon the date when all obligations matters under this Agreement have been discharged (including including, without limitation, any claims for indemnification pursuant to Article 10) other than Claims against individual Sellers for several liability, until all indemnification obligations hereunder and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to the Sellers' duties under this Agreement are discharged. The Sellers' Representative shall have full and Buyerirrevocable power and authority to act for and in the name of and as agent for the Sellers under this Agreement, remove absent any Law which makes such representation unenforceable, and all of the Sellers shall be bound by the Sellers Representative's agreements and decisions hereunder. The Sellers' Representative shall provide Buyer with a true, correct and complete list of the Sellers and their respective addresses and account information (the "Sellers' List") and shall update the Sellers' Representative or appoint a new List in writing as necessary to keep the Sellers' Representative to fill List current, complete and accurate. Buyer may rely on any vacancy created document signed or presented by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if In the event the Sellers' Representative diesresigns, dies or becomes incapacitated, resigns or is removed by a Majority, the Majority shall appoint a successor Sellers' Representative to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to appoint a successor Sellers' Representative, the Buyer shall have the right to appoint a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by written notice. A copy of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) the Person chosen by the Sellers based on their Pro Rata Portion of their interest in the Escrow. The Sellers' Representative shall be authorized, upon approval by a Majority, to take will give Buyer written notice of any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to change in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholdersand until such written notice is received by Buyer, such counsel, investment bankers, accountants, representatives and other professional advisors as he determines change in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunder. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from the Sellers' Representative will not be effective or binding on Buyer. Notwithstanding any other provision in this Agreement to the contrary, no action, waiver, or notice by any Seller (other than involving the several liability of a Seller), shall have be valid or effective unless or until such action is approved in a written instrument executed by the right Sellers' Representative and delivered to rely in good faith upon such Instrument, and to act in accordance with the Instrument without independent investigation. (d) Buyer. Buyer shall have no liability duty or obligation to comply with any Common Stockholder demand or otherwise arising out of the acts or omissions of direction by any Seller other than the Sellers' Representative or any disputes among (other than involving the Common Stockholders or with several liability of a Seller) unless executed as provided in the Sellers' Representative. Buyer may rely entirely on its dealings withpreceding sentence, and notices to and from, the Shareholder Representatives to satisfy Buyer shall be indemnified against any obligations it might have under this Agreement, Damages resulting from inconsistent actions or claims asserted by any agreement referred to herein or otherwise to the Common Stockholder. (e) The Common Stockholders shall indemnify, defend and hold harmless Sellers other than the Sellers' Representative from (other than involving the several liability of a Seller). Notwithstanding any contrary provision in this Agreement, the ESOP Plan and against any ESOP Trust will be amended to the extent necessary to authorize the ESOP Plan and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' RepresentativeESOP Trust to comply with this Section 11.10.

Sellers’ Representative. (a) As used in Upon the signing of this Agreement, the Stockholders hereby appoint ▇▇▇▇ as the representative for all Stockholders (including, without limitation, all Principal Stockholders) in connection with the transactions contemplated by this Agreement (in such capacity, the "Sellers' Representative" shall mean Michael Rakestraw or any person appointed as a successor "). The Sellers' Rep▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ant to Section 1.06(b) hereof. (b) During Representative will represent the period ending upon the date when all obligations Stockholders under this Agreement (including, without limitation, with respect to Tax matters in Section 4.17, the closing conditions in Section 5.2, the Contingent Payments, the Closing Balance Sheet, any Purchase Price Adjustment or Purchase Price repayments and any Claims for indemnification pursuant to Article VI) until all Stockholders' duties under this Agreement are discharged. The Sellers' Representative will have been discharged (including all indemnification obligations hereunder full and irrevocable power and authority to act for and in the name of and as agent for the Stockholders under this Agreement and all obligations under the Escrow Agreement), the Sellers who, immediately prior to the Effective Time, held Company Common Stock representing an aggregate number of shares of Company Common Stock which exceeded 50% of the amount of such Company Common Stock outstanding immediately prior to the Effective Time (a "Majority"), may, from time to time upon written notice to Stockholders will be bound by the Sellers' Representative Representative's agreements and Buyer, remove the decisions with respect hereto. The Sellers' Representative will provide Buyer with a true, correct and complete list of the Stockholders and their respective addresses and account information (the "Stockholders' List") and will update the Stockholders' List in writing as is necessary to keep the Stockholders' List current, complete and accurate. Buyers may rely on any document (including, without limitation, the Stockholders' List) believed by them to have been signed or appoint a new Sellers' Representative to fill any vacancy created presented by the death, incapacitation, resignation or removal of the Sellers' Representative. Furthermore, if Buyers will have no obligation to investigate any fact or matter set forth in any such document and all Stockholders will be bound by any such document delivered by the Sellers' Representative diesto Buyers. In the event ▇▇▇▇ resigns, dies or becomes incapacitated, resigns or is removed by the holders of a Majority, majority of the Majority shall appoint a successor Sellers' Representative issued and outstanding Shares immediately prior to fill the vacancy so created. If the Majority is required to but has not appointed a successor Sellers' Representative within 20 business days from a request by Buyer to Closing will appoint a successor Sellers' Representative, notwithstanding the Buyer shall have the right to appoint absence of a Sellers' Representative to fill any vacancy so created, and shall advise all those who were holders of Company Common Stock immediately prior to the Effective Time of such appointment by quorum. The Stockholders will give Buyers written notice. A copy notice of any appointment by the Majority of any successor Sellers' Representative shall be provided to Buyer promptly after it shall have been effected. (c) The Sellers' Representative shall be authorized, upon approval by a Majority, to take any action and to make and deliver any certificate, notice, consent or instrument required or permitted to be made or delivered under this Agreement or under the documents referred to change in this Agreement (an "Instrument") which the Sellers' Representative determines to be necessary, appropriate or desirable, and, in connection therewith, to hire or retain, at the sole expense of the Common Stockholdersand until such written notice is received by Buyers, such counsel, investment bankers, accountants, representatives change in Sellers' Representative will not be effective or binding on Buyers. The Sellers' 55 Representative will not be liable to any Stockholder for any act done or omitted hereunder as Sellers' Representative while acting in good faith and other professional advisors as he determines in his sole and absolute discretion to be necessary, advisable or appropriate in order to carry out and perform his rights and obligations hereunderthe exercise of reasonable judgment. The Stockholders hereby grant each of the Sellers' Representatives the right and power to execute the Escrow Agreement on their behalf with such changes or amendments thereto as the Sellers' Representative, or either of them, shall determine to be necessary or desirable in their sole and absolute discretion. Any party receiving an Instrument from will severally indemnify the Sellers' Representative shall have and hold the right to rely in good Sellers' Representative harmless against any loss, liability or expense incurred without negligence or bad faith upon such Instrument, and to act in accordance with on the Instrument without independent investigation. (d) Buyer shall have no liability to any Common Stockholder or otherwise arising out of the acts or omissions part of the Sellers' Representative and arising out of or any disputes among in connection with the Common Stockholders acceptance or with administration of the Sellers' Representative. Buyer may rely entirely on its dealings with, and notices to and from, the Shareholder Representatives to satisfy any obligations it might have under this Agreement, any agreement referred to herein or otherwise to the Common Stockholder's duties hereunder. (e) The Common Stockholders shall indemnify, defend and hold harmless the Sellers' Representative from and against any and all claims, demands, actions, suits, causes of action, damages, costs and expenses (including, without limitation, attorneys' fees) (collectively, "Claims") which are hereafter made, sustained or brought against the Sellers' Representative by any person arising out of the acts or omissions of the Sellers' Representative or any disputes among the Common Stockholders, unless such Claims allegedly occurred as a result of the willful misconduct or negligence by the Sellers' Representative.