Common use of Sellers’ Representative Clause in Contracts

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as the Sellers' representative, attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers' Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally present. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as the Sellers' Representative.

Sellers’ Representative. a. By virtue of the adoption and approval of this Agreement, each Seller (aon such Seller’s own behalf and on behalf of such Seller’s heirs, executors, legal representatives, successors and assigns) Each Seller hereby irrevocably appoints ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as the Sellers' such Seller’s representative, attorney-in-fact and exclusive agent, with full power of substitution and authority to act in the name, place and stead of such Seller and bind such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement transactions contemplated hereby or by any other Seller Document and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement any Seller Document and to do or refrain from doing all such further acts and things, and to execute all such documents, as such the Sellers' ’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated hereby or by this Agreement or the Escrow Agreementother Seller Documents, including the powerpower and authority: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) i. to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments undertakings and other documents required or permitted to be given in connection with the consummation of the transactions contemplated hereby or by this Agreement the other Seller Documents, and any amendments thereto or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute)modifications thereof; (iii) ii. to terminate this Agreement if negotiate, agree to, enter into settlements and compromises of, and comply with the Sellers are entitled determination of the Independent Accountant or Orders of any Governmental Body with respect to do soany claims or disputes related to Section 2.6; (iv) iii. to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement other Seller Documents by or on behalf of any Seller and to receive service of process in connection with any claims under this Agreement; iv. to execute and deliver such waivers and consents in connection with this Agreement or the Escrow Agreementother Seller Documents and the consummation of the transactions contemplated hereby and thereby as she, including service in her sole discretion, may deem necessary or desirable; v. to enforce and protect the rights and interests of process Sellers and to enforce and protect the rights and interests of the Sellers’ Representative arising out of or under or in connection with arbitrationany manner relating to this Agreement or the other Seller Documents; and (v) vi. to take all actions which under this Agreement or the Escrow Agreement Seller Documents may be taken by the Sellers any Seller and to do or refrain from doing any further act or deed on behalf of the any Seller which the Sellers' ’ Representative deems necessary or appropriate in his her sole discretion relating to the subject matter of this Agreement or and the Escrow Agreement other Seller Documents as fully and completely as such Seller could do if personally present. The foregoing grant of authority set forth in this Section 9.11 is a special power of attorney coupled with an interest, is irrevocable and shall survive the death, incompetence, dissolution, liquidation or winding up of any Seller, shall be binding on any successor thereto and shall survive any assignment of the whole or any part of her or its interest in the Escrow Amount. All decisions and actions by the Sellers’ Representative in her capacity as the representative of Sellers pursuant to this Agreement or any other Seller Document shall be binding upon all Sellers, and their successors as if expressly confirmed and ratified in writing by Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. b. By her or its approval of this Agreement and the transaction contemplated hereby, each Seller agrees that: i. The Sellers’ Representative will not be liable for any act taken or omitted by it as permitted under this Agreement, except for any act or omission arising from fraud, gross negligence or willful misconduct by or of the Sellers’ Representative. The Sellers’ Representative will also be fully protected in relying upon any written notice, demand, certificate or document that she in good faith believes to be genuine (bincluding facsimiles or other electronic transmissions thereof); ii. Sellers agree, severally but not jointly, to indemnify the Sellers’ Representative for, and to hold the Sellers’ Representative harmless against, any loss, liability, damage, claim, fee, fine, judgment, amount paid in settlement or expense (including costs of counsel and other skilled professionals and in connection with seeking recovery from insurers) incurred without fraud, gross negligence or willful misconduct on the part of the Sellers’ Representative, arising out of or in connection with the Sellers’ Representative carrying out her duties under this Agreement, or the other Seller Documents, including costs and expenses of successfully defending the Sellers’ Representative against any claim of liability with respect thereto. The costs and expenses of the Sellers’ Representative shall be borne by Sellers on a several and not joint basis and pro rata based on the relative proceeds received by Sellers under this Agreement and may be recovered from any distribution of the Escrow Amount otherwise distributable to Sellers. c. Buyer shall be entitled to rely on any and all actions taken by the Sellers’ Representative without liability to any Seller. d. All of the indemnities, immunities and powers granted to the Sellers’ Representative under this Agreement shall survive the Closing or any termination of this Agreement or the other Seller Documents. e. If ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ becomes unable to serve as the Sellers' ’ Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ such other Person or Persons as may be mutually designated by Sellers with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed) shall succeed him as the Sellers' ’ Representative.

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as Pursuant to the Sellers' ’ Representative Agreement, the Sellers have appointed the Sellers’ Representative to act as each such Seller’s representative, attorney-in-fact and agent, with full power and authority to do all of substitution to act in the namefollowing: (a) execute and deliver and receive, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of each Seller, all amendments, certificates, statements, notices, consents, approvals, extensions, waivers, and undertakings required or litigation permitted to be made, given, or arbitration involving delivered under this Agreement or the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers' Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (iib) receive any amount delivered by Buyer to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees pursuant to execute)this Agreement; (iiic) respond to terminate this Agreement if and make determinations with respect to the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement assertion of any claims for indemnification by Buyer and to receive service assert claims on behalf of process in connection with any claims under such Seller pursuant to the terms of this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (vd) take all such other actions as may be necessary or desirable to carry out his responsibilities as Sellers’ Representative. Buyer shall be entitled to rely, without further inquiry, on the authority of Sellers’ Representative to take all actions which under any action pursuant to this Agreement for or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of each Seller and shall be entitled to make any payments required to be made by Buyer to Sellers hereunder to Sellers’ Representative. If Sellers’ Representative (or his successor or assign) shall resign, become incapacitated, die or otherwise cease to perform the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally present. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him duties as the Sellers' ’ Representative, his successor (chosen pursuant to the terms of the Sellers’ Representative Agreement) shall become the Sellers’ Representative and shall provide written notice to Buyer of his name, address, telephone number, and facsimile number.

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints ▇ZMC Seller and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Sellers' Representative"acting jointly pursuant to Section 8.14(g)) as Sellers’ Representative to act as the agent and on behalf of such Sellers regarding any matter relating to or under this Agreement, the Escrow Agreement or the other Ancillary Documents (collectively, the “SR Agreements”), and Sellers' representative’ Representative shall have full power and authority on each Seller’s behalf concerning, without limitation, (i) making decisions with respect to the determination of Final Purchase Price, Closing Net Working Capital, Closing Cash and Cash Equivalents, Closing Indebtedness, Seller Expenses and other matters under Section 2.4(b); (ii) determining whether the conditions to Closing in Article X have been satisfied and supervising the Closing, including waiving any condition, as determined by Sellers’ Representative, in its sole discretion; (iii) taking any action that may be necessary or desirable, as determined by Sellers’ Representative, in its sole discretion, in connection with the termination of this Agreement in accordance with Article XI or any other SR Agreement; (iv) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Representative, in its sole discretion, in connection with the amendment of this Agreement in accordance with Section 12.1 or any other SR Agreement; (v) accepting notices on behalf of Sellers in accordance with Section 12.4 or any other SR Agreement; (vi) executing and delivering, on behalf of Sellers, any and all notices, documents or certificates to be executed by Sellers, in connection with the SR Agreements and the transactions contemplated thereby; and (vii) granting any consent, waiver or approval on behalf of Sellers under the SR Agreements. As the representative of Sellers under the SR Agreements, Sellers’ Representative shall act as the agent for all Sellers, shall have authority to bind each such Person in accordance with the SR Agreements, and Buyer may conclusively rely on such appointment and authority in all respects (subject to Section 8.14(g)). Buyer may conclusively rely upon, without independent verification or investigation, all decisions made by Sellers’ Representative (subject to Section 8.14(g)) in connection with the SR Agreements in writing and signed by an authorized person of Sellers’ Representative. All decisions and actions by Sellers’ Representative (to the extent authorized by this Agreement, including pursuant to Section 8.14(g)) shall be binding upon all Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. (b) Each Seller acknowledges and agrees that Sellers’ Representative shall retain the Seller Reserve Amount for the purpose of paying any fees, costs and expenses incurred by Sellers’ Representative in connection with the performance of its obligations under this Agreement and each of the documents to be executed in connection with the transactions contemplated hereby. Each Seller further acknowledges and agrees that Sellers’ Representative shall have the right, but not the obligation, exercisable in its sole discretion, to distribute to any Seller at any time such Seller’s pro rata portion of the Seller Reserve Amount upon the delivery by such Seller to Sellers’ Representative (in favor of Sellers’ Representative on behalf of such Seller) of (i) a letter of credit or (ii) a written undertaking, in either case, in support of such Seller’s obligations hereunder and with such form and substance acceptable to Sellers’ Representative, in its sole discretion. Notwithstanding the foregoing, each of Sellers acknowledges and agrees that there can be no assurances that any of the Seller Reserve Amount will be paid or disbursed to Sellers. (c) Sellers’ Representative shall be entitled to retain counsel and to incur such fees, costs and expenses as Sellers’ Representative deems to be necessary or appropriate in connection with the performance of its obligations under this Agreement and each of the documents to be executed in connection with the transactions contemplated hereby. Sellers’ Representative shall be reimbursed for all such fees, costs and expenses (including reasonable attorneys’ fees, costs and expenses) first from the Seller Reserve Amount and, to the extent that such fees, costs and expenses exceed such amount, then on a pro rata basis from Sellers. Each Seller agrees to indemnify Sellers’ Representative and its partners, members, officers, directors, employees, agents and other representatives for its respective pro rata share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and expenses of any legal counsel retained by Sellers’ Representative) or disbursements of any kind or nature whatsoever which may at any time be imposed on, or incurred by or asserted against Sellers’ Representative or any of its Affiliates, partners, members, officers, directors, employees, agents and other representatives in any way relating to or arising out of or in connection with the acceptance or administration of Sellers’ Representative’s duties hereunder or under the Escrow Agreement or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, however, that no Seller shall be liable for any of the foregoing to the extent they arise from Sellers’ Representative’s active fraud or willful misconduct as construed under the Laws of the State of Delaware and as determined in a final, non-appealable order of a court of competent jurisdiction. For purposes of Section 8.14 of this Agreement and for the avoidance of doubt, “active fraud” does not include constructive fraud, equitable fraud, promissory fraud or negligent misrepresentation or omission or any form of fraud based on recklessness or negligence. (d) Each Seller hereby appoints Sellers’ Representative as such Seller’s true and lawful attorney-in-fact and agent, with full power powers of substitution to act and resubstitution, in the such Seller’s name, place and stead stead, in any and all capacities, in connection with the transactions contemplated by the SR Agreements, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the sale of the Acquired Securities, as fully to all intents and purposes as such Seller might or could do in person. (e) Sellers’ Representative, in its capacity as Sellers’ Representative, shall have no liability to Buyer for any default under this Agreement by any other Seller. Except for active fraud or willful misconduct on its part as construed under the Laws of the State of Delaware and as determined in a final, non-appealable order of a court of competent jurisdiction, Sellers’ Representative shall have no liability to any other Seller under this Agreement for any action or omission by Sellers’ Representative on behalf of the other Sellers. (f) Each Seller hereby acknowledges that they have had the opportunity to consult with respect independent legal counsel, whether or not any such Seller chose to the transfer of do so, regarding such Seller's Shares to Purchaser in accordance with ’s rights and obligations under this Agreement, including for the avoidance of doubt the appointment of the Sellers’ Representative, and that such Seller fully understands the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or acknowledges that the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers' Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreementterms hereof, including for the power: (i) to take all action avoidance of doubt the appointment of Sellers’ Representative, are reasonable and necessary or desirable and such terms are valid, binding and enforceable in connection accordance with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally presenttheir terms. (bg) If ▇For the avoidance of doubt and notwithstanding anything herein to the contrary, ZMC Seller and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ becomes unable hereby covenant and agree that all decisions and actions of Sellers’ Representative shall be made jointly and unanimously by both ZMC Seller and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and the Parties hereby agree that any references in this Agreement to serve decisions and actions by Sellers’ Representative must require the written consent (email to suffice) or signature of both ZMC Seller and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇. ZMC Seller shall be permitted to assign its duties and obligations as Sellers' Representative’ Representative hereunder to any Affiliate of ZMC Seller upon written notice to the other Parties, and such Affiliate assignee of ZMC Seller shall (i) replace ZMC Seller in ZMC Seller’s role as Sellers’ Representative hereunder upon such assignment by ZMC Seller and (ii) be bound by the terms and provisions in this Agreement applicable to Sellers’ Representative (and, for the avoidance of doubt, the first sentence of this Section 8.14(g) shall apply to such Affiliate assignee, mutatis mutandis). For the avoidance of doubt, any assignment by ZMC Seller of its duties and obligations as Sellers’ Representative hereunder shall not affect the appointment of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his obligations (including pursuant to this Section 8.14(g)) as Sellers’ Representative hereunder, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ hereby covenants and agrees that in the event of any such assignment by ZMC Seller, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ obligations to act jointly and unanimously with ZMC Seller as set forth in the first sentence of this Section 8.14(g) shall succeed him as the Sellers' Representativeapply to such Affiliate assignee of ZMC Seller, mutatis mutandis.

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as Pursuant to the Sellers' Representative Agreement, the Sellers have appointed the Sellers' Representative to act as each such Seller's representative, attorney-in-fact and agent, with full power and authority to do all of substitution to act in the namefollowing: (a) execute and deliver and receive, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of each Seller, all amendments, certificates, statements, notices, consents, approvals, extensions, waivers, and undertakings required or litigation permitted to be made, given, or arbitration involving delivered under this Agreement or the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers' Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (iib) receive any amount delivered by Buyer to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees pursuant to execute)this Agreement; (iiic) respond to terminate this Agreement if and make determinations with respect to the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement assertion of any claims for indemnification by Buyer and to receive service assert claims on behalf of process in connection with any claims under such Seller pursuant to the terms of this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (vd) to take all such other actions which under this Agreement or the Escrow Agreement as may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in desirable to carry out his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally present. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve responsibilities as Sellers' Representative. Buyer shall be entitled to rely, ▇▇▇▇▇ ▇▇▇▇▇▇▇ without further inquiry, on the authority of Sellers' Representative to take any action pursuant to this Agreement for or on behalf of each Seller and shall succeed him be entitled to make any payments required to be made by Buyer to Sellers hereunder to Sellers' Representative. If Sellers' Representative (or his successor or assign) shall resign, become incapacitated, die or otherwise cease to perform the duties as the Sellers' Representative, his successor (chosen pursuant to the terms of the Sellers' Representative Agreement) shall become the Sellers' Representative and shall provide written notice to Buyer of his name, address, telephone number, and facsimile number.

Sellers’ Representative. (a) Each Seller Sellers hereby irrevocably appoints make, constitute and appoint ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ (the "Sellers' Representative") as the Sellers' representative, their true and lawful attorney-in-fact fact, and agentrepresentative with full power and authority to take any action of any type whatsoever in connection with the Contemplated Transactions which, in the opinion of the Sellers' Representative, may be of benefit to, in the best interest of or legally required of Sellers. Sellers each acknowledge and agree that (a) the documents executed by the Sellers' Representative may be of benefit to, in the best interest of, or legally required of, Sellers and (b) the documents executed by the Sellers' Representative on behalf of each Seller pursuant to the power of attorney granted hereby shall be in such form and shall contain such terms and conditions as the Sellers' Representative may approve in his sole discretion. Sellers hereby irrevocably grant to the Sellers' Representative full power and authority to do and perform every act and thing whatsoever required, necessary and proper to be done in the exercise of any of the rights and powers hereby granted, as fully and for all intents and purposes as Sellers could do if personally present, with full power of substitution or revocation. Each Seller hereby ratifies and confirms all acts that the Sellers' Representative, or his substitute or substitutes, may do or cause to act be done in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions name by virtue of this Agreement power of attorney and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement rights and to do or refrain from doing all such further acts powers herein granted. Sellers acknowledge and things, and to execute all such documentsagree that, as such Sellers' Representative shall deem necessary between Sellers and Buyer, all actions taken or appropriate in conjunction with any of the transactions contemplated consented to by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give hereunder shall be final, irrevocable and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf binding upon each of the Seller which Sellers. In the Sellers' Representative deems necessary event of the death or appropriate in his sole discretion relating to the subject matter incapacity of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally present. (b) If ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ Sellers hereby appoint ▇▇▇▇▇▇▇ shall succeed him ▇. ▇▇▇▇▇ as the Sellers' Representative.Representative hereunder. ARTICLE III.......

Sellers’ Representative. (a) Each Seller and each U.S. Partnership hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Macquarie Infrastructure Partners Inc. (the "Sellers' Representative"“MIP Inc.”) as the Sellers' such Seller’s and as such U.S. Partnership’s representative, attorney-in-fact and agentagent (as such, the “Sellers’ Representative”), with full power of substitution to act in the name, place and stead of such Seller or U.S. Partnership, as the case may be, with respect to the transfer of such Seller's Shares to Purchaser in accordance with Securities Purchase and the terms and provisions of this Agreement Merger and to act on behalf of such Seller Seller, or U.S. Partnership, in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers' ’ Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take any action required or permitted to be taken by the Sellers’ Representative as expressly set forth in this Agreement, including to make all determinations in respect of the Base Purchase Price and Final Purchase Price and the portions thereof payable to the U.S. Partnerships and the Management Holders in accordance with Article 2; (ii) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of Sellers or the Sellers U.S. Partnerships to consummate the transactions contemplated by this AgreementSecurities Purchase and the Merger; (iiiii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of Securities Purchase and the transactions contemplated by this Agreement or the Escrow Agreement Merger (it being understood that such Seller Sellers, shall execute and deliver any such documents which the Sellers' ’ Representative agrees to execute); (iiiiv) to terminate this Agreement if the Sellers are entitled to do so; (ivv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with the any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (vvi) to take all actions which under this Agreement or the Escrow Agreement that may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller Sellers which the Sellers' ’ Representative deems necessary or appropriate in his its sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller Sellers could do if personally present. Notwithstanding the foregoing, nothing in this Section 10.14 shall be deemed to alter the Sellers’ or the U.S. Partnerships’ obligations with respect to the Buyer set forth in this Agreement, regardless of any acts or omissions of the Sellers’ Representatives, including in the case of fraud, gross negligence or bad faith on the part of the Sellers’ Representative. (be) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as Section 10.14(d) of the Sellers' RepresentativeSPMA is hereby amended by replacing the word “Purchaser” in the third line with of the paragraph with the word “Buyer.” (f) Section 10.14(f) of the SPMA is hereby replaced in its entirety with the following:

Sellers’ Representative. The Company hereby irrevocably appoints and constitutes Fulcrum Growth Fund II QP, LLC as the Sellers’ Representative for and on behalf of the Members to execute and deliver this Agreement and the Escrow Agreement and for all other purposes hereunder and thereunder, including to (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ give and receive notices and communications; (b) authorize delivery to Parent of the "Sellers' Representative"applicable portion of the Escrow Fund in satisfaction of claims by Parent; (c) as the Sellers' representativeobject to such deliveries; to agree to, attorney-in-fact negotiate, enter into settlements and agentcompromises of, and demand arbitration and comply with full power orders of substitution to act in the name, place courts and stead awards of such Seller arbitrators with respect to, such claims; (d) agree to, negotiate, enter into and provide amendments and supplements to the transfer of such Seller's Shares to Purchaser and waivers in accordance with the terms and provisions respect of this Agreement and the Escrow Agreement; (e) employ and obtain the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in its sole discretion, deems necessary or advisable in the performance of its duties as Sellers’ Representative and to act conclusively rely on behalf the opinions and advice of such Seller Persons; (f) incur any fees and expenses as are incurred by the Sellers’ Representative in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement Sellers’ Representative's authorized capacity hereunder; and to do or refrain from doing (g) take all such further acts and things, and to execute all such documents, as such Sellers' Representative shall deem actions necessary or appropriate in conjunction with any the judgment of the transactions contemplated by this Agreement or Sellers’ Representative for the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver accomplishment of any condition to the obligations or all of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents foregoing. No bond shall be required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute Sellers’ Representative, and deliver any such documents which the Sellers' ’ Representative agrees to execute); (iii) to terminate this Agreement if shall receive no compensation for his services. The appointment hereunder may not be changed without the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service prior written consent of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally presentParent. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as the Sellers' Representative.

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints As of the Agreement Date, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") shall be constituted and appointed as the Sellers' representative’ Representative, with full power and authority on each Seller’s behalf: (i) to consummate the Contemplated Transactions in accordance with the terms and conditions set forth in this Agreement and the Transaction Documents; (ii) to receive, give receipt, and disburse any funds received under this Agreement on behalf of or to each Seller; (iii) to holdback from disbursement to all of the Sellers collectively any such funds to the extent the Sellers’ Representative reasonably determines may be necessary or required under the terms and conditions of this Agreement; (iv) to execute and deliver on behalf of each Seller, all documents contemplated in this Agreement, and any amendment, waiver or Consent in connection with this Agreement or the Transaction Documents; (v) to take all other actions required to be taken by or on behalf of the Sellers collectively under the terms and conditions of this Agreement and the Transaction Documents; (vi) to give and receive notices on behalf of the Sellers collectively; and (vii) to do each and every act and exercise any and all rights which the Sellers collectively are, permitted or required to do or exercise under this Agreement and the Transaction Documents, including but not limited to (A) initiating or refraining from initiating or disputing or refraining from disputing any indemnity or other claim under this Agreement and the Transaction Documents, as the Sellers’ Representative, in its reasonable discretion, determines is necessary or desirable, (B) negotiating, compromising, and resolving any dispute which may arise under this Agreement or the Transaction Documents, as the Sellers’ Representative, in its sole discretion, determines to be necessary or advisable, or (C) exercising or refraining from exercising remedies available under this Agreement and the Transaction Documents and signing any release or other document with respect to such dispute or remedy, as the Sellers’ Representative, in reasonable discretion, determines to be necessary or desirable. Each Seller, by accepting the consideration payable to him, her or it under this Agreement, irrevocably grants unto the Sellers’ Representative, as attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and authority to do or refrain from doing all such further acts and things, perform each and to execute all such documents, as such Sellers' Representative shall deem every act and thing necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) required to take all action necessary or desirable be done in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement Contemplated Transactions as fully to all intents and completely purposes as such Seller might or could do if personally presentin person. Such agency and proxy are coupled with an interest, are therefore irrevocable without the consent of the Sellers’ Representative and shall survive the death, incapacity or bankruptcy of any Seller. (b) All decisions, actions, consents and instructions of the Sellers’ Representative authorized to be made, taken or given pursuant to this Section 6.09 shall be final and binding upon all the Sellers, and no Seller shall have any right to object, dissent, protest or otherwise contest the same, except for fraud, bad faith or intentional and willful misconduct of the Sellers’ Representative in connection therewith. The Sellers’ Representative will incur no Liability of any kind with respect to any action or omission by the Sellers’ Representative in connection with its services pursuant to this Agreement and the Transaction Documents, except to the extent resulting from the Sellers’ Representative’s bad faith or willful misconduct. The Sellers will indemnify, defend and hold harmless the Sellers’ Representative from and against any and all Losses (including the reasonable out-of-pocket fees and expenses of counsel and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively, “Representative Losses”) to the extent arising out of the Sellers’ Representative’s execution and performance of this Agreement and the Transaction Documents, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been caused by the bad faith or willful misconduct of the Sellers’ Representative, the Sellers shall have no obligation under the foregoing indemnity and the Sellers’ Representative will immediately reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such bad faith or willful misconduct. If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ not paid directly to the Sellers’ Representative by the Sellers, any such Representative Losses may be recovered by the Sellers’ Representative from the funds in the Expense Fund; provided, that while this section allows the Sellers’ Representative to be paid from the Expense Fund, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Sellers’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. The Sellers acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Sellers’ Representative or the termination of this Agreement. The Sellers’ Representative shall not have by reason of this Agreement a fiduciary relationship in respect of any Seller, except in respect of amounts actually received on behalf of such Seller. The Sellers’ Representative shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement. The Sellers understand and agree that the Sellers’ Representative may have various actual, perceived or potential conflicts of interest and hereby waive and agree to waive any and all such conflicts of interest, to not assert any claim on the basis thereof, and not to seek to disqualify the Sellers’ Representative due to any and all such conflicts of interest or potential conflicts of interest or appearances of impropriety. The Sellers’ Representative will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles thereof). Pharma15 Corporation 26 (c) In the event that the Sellers’ Representative becomes unable to serve as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as perform the Sellers' ’ Representative’s responsibilities or resigns from such position, the Sellers shall select another representative to fill such vacancy and such substituted representative shall (i) be deemed to be the Sellers’ Representative for all purposes of this Agreement and (ii) exercise the rights and powers of, and be entitled to the indemnity, reimbursement and other benefits of, the Sellers’ Representative.

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Star shall be appointed and authorized as agent and representative under this Agreement (the "“Sellers' ’ Representative"”) to take such action, as he determines in his judgment appropriate, on behalf of the Sellers' representativeCliffstar Companies, attorney-in-fact to exercise such rights, power and agentauthority, with full power of substitution to act in the name, place and stead of as such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of Cliffstar Company may have under this Agreement and otherwise as are authorized, delegated and granted to act the Sellers’ Representative on behalf of such Seller Persons. If Sellers’ Representative shall be unable or unwilling to serve in any amendment of such capacity, Sellers’ Representative, or litigation his estate or arbitration involving this Agreement or the Escrow Agreement and to do or refrain from doing all such further acts and things, and to execute all such documentslegal guardian, as such Sellers' Representative applicable, shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally presentpromptly appoint a successor. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable The Sellers’ Representative shall not (i) be liable to serve the Cliffstar Companies for any actions taken or omitted to be taken by him or any agent employed by him under or in connection with this Agreement or the transactions contemplated hereby, or (ii) owe any fiduciary duty or have any fiduciary responsibility to any of the Cliffstar Companies as Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him a result of actions taken as the Sellers' ’ Representative pursuant to this Agreement, except for such actions taken or omitted to be taken resulting from the Sellers’ Representative’s willful misconduct. The Sellers’ Representative shall not be liable to any Cliffstar Company for any apportionment or distribution of payments made by him in good faith, and, if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any Cliffstar Company to whom payment was due, but not made, shall be to recover from other Cliffstar Companies, as applicable, any payment in excess of the amount to which they are determined to have been entitled pursuant to this Agreement.

Sellers’ Representative. (a) Each Seller Sellers hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") as designate the Sellers' representative, attorney-in-fact ’ Representative to execute any and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act all instruments or other documents on behalf of such Seller in Sellers, and to do any amendment and all other acts or things on behalf of Sellers, which the Sellers’ Representative may deem necessary or litigation advisable, or arbitration involving which may be required pursuant to this Agreement or the Escrow Agreement and to do or refrain from doing all such further acts and thingsotherwise, and to execute all such documents, as such Sellers' Representative shall deem necessary or appropriate in conjunction with any of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated hereby and the performance of all obligations hereunder at or following the Closing. Without limiting the generality of the foregoing, Sellers’ Representative shall have the full and exclusive authority to (i) agree with Buyer with respect to any matter or thing required or deemed necessary by Sellers’ Representative in connection with the provisions of this Agreement or calling for the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the agreement of Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to , give and receive notices on behalf of all notices Sellers, and communications to be given or received under this Agreement or the Escrow Agreement and to receive service act on behalf of process Sellers in connection with any claims matter as to which Sellers are or may be obligated under this Agreement or the Escrow Agreement, all in the absolute discretion of Sellers’ Representative, (ii) in general, do all things and perform all acts, including service of process without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, and other instruments or documents contemplated by, or deemed by Sellers’ Representative to be necessary or advisable in connection with, this Agreement, and (iii) take all actions necessary or desirable in connection with arbitration; and (v) the defense and/or settlement of any indemnification claims pursuant to take Article 9 and performance of obligations under Article 2, including to withhold funds for satisfaction of post-Closing liabilities. Sellers shall cooperate with Sellers’ Representative and any accountants, attorneys or other agents whom it may retain to assist in carrying out its duties hereunder. All decisions by Sellers’ Representative shall be binding upon all actions which under this Agreement Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the Escrow Agreement same. Sellers’ Representative may be taken by communicate with any Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so. Sellers’ Representative has a duty to serve in good faith the interests of Sellers and to do or refrain from doing perform its designated role under this Agreement, but Sellers’ Representative shall have no financial liability whatsoever to any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion Person relating to the subject matter its service hereunder (including any action taken or omitted to be taken), except that it shall be liable for harm which it directly causes by an act of this Agreement willful misconduct. Sellers shall indemnify and hold harmless Sellers’ Representative against any loss, expense (including reasonable attorney’s fees) or the Escrow Agreement as fully and completely as such Seller could do if personally present. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve other liability arising out of its service as Sellers' Representative’ Representative under this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall succeed him as the other than for harm directly caused by an act of gross negligence or willful misconduct. Sellers' Representative’ Representative may resign at any time by notifying in writing Buyer and Sellers.

Sellers’ Representative. (a) Each Seller hereby The Sellers, by executing this Agreement, irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Sellers' Representative") appoint Summit Partners III, S.a.r.l. as the “Sellers' representative, ’ Representative,” their agent and attorney-in-fact and agent, with full power of substitution to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser in accordance with the terms and provisions of this Agreement and to act on behalf of such Seller each of the Sellers, in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement connection with and to do or refrain from doing all such further acts and things, and to execute all such documents, as such Sellers' Representative shall deem necessary or appropriate in conjunction with any facilitate the consummation of the transactions contemplated by this Agreement or hereby and the Escrow Agreement, including which shall include the powerpower and authority: (i) for the purposes of Article IX, to give and receive notices and communications, to authorize delivery to any Indemnified Party of cash from the Escrow Amount in satisfaction of claims by an Indemnified Party, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all action actions necessary or desirable appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall inform the Sellers within three (3) Business Days of any action taken by it hereunder; (ii) to execute and deliver the Escrow Agreement (with such modifications or changes therein as to which the Sellers’ Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Sellers’ Representative, in its sole discretion, determines to be desirable; (iii) to execute and deliver such waivers and consents in connection with this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby as the Sellers’ Representative, in its sole discretion, may deem necessary or desirable; (iv) to enforce and protect the rights and interests of the Sellers and to enforce and protect the rights and interests of all Sellers arising out of or under or in any manner relating to this Agreement and the Escrow Agreement, and any other document contemplated hereby, and to take any and all actions which the Sellers’ Representative believes are necessary or appropriate under either of the Escrow Agreement and/or this Agreement for and on behalf of the Sellers; (v) to refrain from enforcing any right of the Sellers or any of them and/or the Sellers’ Representative arising out of or under or in any manner relating to this Agreement, the Escrow Agreement or any document contemplated hereby; provided, however, that no such failure to act on the part of the Sellers’ Representative, except as otherwise provided in this Agreement or in the Escrow Agreement, shall be deemed a waiver of any condition to such right or interest by the obligations of Sellers’ Representative or by the Sellers unless such waiver is in writing signed by the waiving party or by the Sellers’ Representative; (vi) to consummate make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other writings, and, in general, to do any and all things and to take any and all action that the Sellers’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the transactions contemplated by this Agreement;, the Escrow Agreement and all other documents contemplated hereby; and (iivii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required direct payment from the Closing Cash Payment to pay any fees or permitted expenses incurred or agreed to be given incurred by a Seller in connection with the consummation negotiation and effectuation of this Agreement, such amounts to be borne by each Seller in proportion to its pro rata share of the transactions contemplated by this Agreement Aggregate Participation Consideration, provided, that, each Seller must make the Seller’s Representative aware of such fees or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken expenses by the Sellers Closing Date, and, provided, further, that any fees and to do or refrain from doing any further act or deed on behalf expenses that the Seller’s Representative is not made aware of by the Closing Date shall be for the account of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally presentthat incurred them. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable The Sellers’ Representative may resign upon written notice to serve Buyer and the holders of a majority interest of the Escrow Amount shall appoint a successor. The successor shall be entitled to all the rights, powers, immunities and privileges as was his, her or its predecessor, without the need of any further act or writing. No bond shall be required of the Sellers’ Representative, and the Sellers’ Representative shall not receive compensation for his, her or its services. Notices or communications to or from the Sellers’ Representative shall constitute notice to or from each of the Sellers. (c) The Sellers’ Representative shall not be liable for any act done or omitted hereunder as Sellers' ’ Representative while acting in good faith and in the exercise of reasonable judgment. The Sellers’ Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Sellers’ Representative may engage attorneys, accountants and other professionals and experts. The Sellers’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by the Sellers’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith and in the exercise of reasonable judgment. The Sellers’ Representative will serve without compensation but will, except as otherwise provided herein, be reimbursed by each Seller, severally and not jointly in accordance with such Seller’s Pro Rata Portion, for any reasonable out-of-pocket expenses incurred or anticipated to be incurred in good faith on the part of the 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 legal counsel retained by the Sellers’ Representative (“Sellers’ Representative Expenses”). Following the resolution of all pending claims related to the Sellers’ Representative’s duties hereunder, the Sellers’ Representative shall succeed him have the right to recover Sellers’ Representative Expenses from the any remaining funds in the Escrow Fund to be distributed to the Sellers prior to any distribution to the Sellers, and prior to any such distribution, shall deliver to the Escrow Agent a certificate setting forth the Sellers’ Representative Expenses actually incurred. The Sellers shall indemnify, severally but not jointly, up to an amount proportional to such Seller’s Pro Rata Portion, the Sellers’ Representative and hold the Sellers’ Representative harmless against any loss, liability or expense incurred on the part of the Sellers’ Representative (so long as the Sellers' ’ Representative was acting in good faith in connection therewith) and arising out of or in connection with the acceptance or administration of the Sellers’ Representative’s duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Sellers’ Representative; provided, however, that the Sellers’ Representative shall first seek recovery for any such loss, liability or expense from the Escrow Fund, and only thereafter in accordance with the terms of this Agreement. (d) A decision, act, consent or instruction of the Sellers’ Representative with respect to the matters for which the Sellers’ Representative is authorized pursuant to this Section 9.6 shall constitute a decision of all of the Sellers and shall be final, legally binding and conclusive. Buyer shall have the right to rely upon all actions taken or omitted to be taken by the Sellers’ Representative pursuant to this Agreement and the Escrow Agreement. With respect to matters regarding the Escrow Amount, the Indemnified Parties may rely upon any such decision, act, consent or instruction of the Sellers’ Representative as being the decision, act, consent or instruction of each Seller. The Indemnified Parties are hereby relieved from any liability to any Person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers’ Representative. (e) Buyer, on behalf of all Indemnified Parties, hereby agrees that any notice, right, or obligation required to be delivered to, performed by, or asserted by the Sellers regarding the Escrow Amount shall be delivered to, performed by or asserted by the Sellers’ Representative. (f) The grant of authority provided for herein to the Sellers’ Representatives (i) is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of any Seller and (ii) shall survive the consummation of the Share Purchase, and any action taken by the Sellers’ Representative pursuant to the authority granted in this Agreement or under the Escrow Agreement shall be effective and absolutely binding on each Seller notwithstanding any contrary action of or direction from such holder. (g) The Sellers’ Representative may at any time resign by giving written notice of its resignation to Buyer and the Sellers specifying the date on which its resignation shall become effective; provided, that such date shall be at least thirty (30) days after the receipt of such notice, unless Buyer and the Sellers agree to accept shorter notice. Prior to resignation, the Sellers’ Representative shall appoint a replacement Sellers’ Representative. Such appointment shall be evidenced by a written instrument from such replacement Sellers’ Representative accepting such appointment, a copy of which shall be delivered to Buyer and notice of which such appointment shall be given to the Sellers. Notwithstanding the date of effectiveness specified in such written notice of resignation, the resignation shall become effective only upon the acceptance of appointment by the successor Sellers’ Representative.

Sellers’ Representative. (a) Each Seller hereby irrevocably appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "The Sellers' Representative") as Representative represents and warrants that he has been duly appointed by the Sellers' representative, attorney-in-fact Former Shareholders and agent, authorized to enter into this Agreement with full power of substitution and authority to bind the Former Shareholders and to act in the name, place and stead of such Seller with respect to the transfer of such Seller's Shares to Purchaser hereunder in accordance with the terms hereof. Such agency may be changed by the Former Shareholders listed as holding a majority of the proportionate interest of Medical Systems (the "PROPORTIONATE INTEREST") as set forth in SCHEDULE C from time to time upon not less than ten (10) days' prior written notice to ADAC and provisions of this Agreement and to act on behalf of such Seller in any amendment of or litigation or arbitration involving this Agreement or the Escrow Agreement and Agent. No bond shall be required of the Sellers' Representative. Notices or communications to do or refrain from doing all such further acts and things, and to execute all such documents, as such the Sellers' Representative shall deem necessary constitute notice to or appropriate in conjunction with any from each of the transactions contemplated by this Agreement or the Escrow Agreement, including the power: (i) to take all action necessary or desirable in connection with the waiver of any condition to the obligations of the Sellers to consummate the transactions contemplated by this Agreement; (ii) to negotiate, execute and deliver all ancillary agreements, statements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement or the Escrow Agreement (it being understood that such Seller shall execute and deliver any such documents which the Sellers' Representative agrees to execute); (iii) to terminate this Agreement if the Sellers are entitled to do so; (iv) to give and receive all notices and communications to be given or received under this Agreement or the Escrow Agreement and to receive service of process in connection with any claims under this Agreement or the Escrow Agreement, including service of process in connection with arbitration; and (v) to take all actions which under this Agreement or the Escrow Agreement may be taken by the Sellers and to do or refrain from doing any further act or deed on behalf of the Seller which the Sellers' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement or the Escrow Agreement as fully and completely as such Seller could do if personally presentFormer Shareholders. (b) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes unable to serve as A decision, act, consent or instruction of the Sellers' Representative, ▇▇▇▇▇ ▇▇▇▇▇▇▇ taken in the manner set forth in this Escrow Agreement, shall succeed him constitute a decision, act, consent or instruction, as applicable, of all Former Shareholders and shall be final, binding and conclusive upon each such Former Shareholder, and the Escrow Agent and any Indemnified Person may rely upon any decision, act, consent or instruction of the Sellers' RepresentativeRepresentative taken in such manner as being the decision, act, consent or instruction of each and every such Former Shareholder. The Escrow Agent and the Indemnified Persons are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Sellers' Representative taken in such manner.