Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. The Shareholders, from time to time, by holders of a majority of the Registrable Securities held by all Shareholders, may appoint one of the Shareholders, as the Shareholder Representative, as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders, from time to time, by holders of a majority (a) As of the Registrable Securities held by all ShareholdersEffective Time, may appoint one without further act of the Shareholdersany holder of Company Shares, as the Shareholder Representative, Representative shall be appointed as his or her true agent and lawful attorney-in-fact (i) for each holder of Company Shares, to give and receive all notices and communications required or permitted under this Agreement, (ii) and to agree to, negotiate, enter into settlements take any and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments all action on behalf of the holders of Company Shares pursuant to this Agreement as per Section 4.2 and in connection with the Parent Notes, including, but not limited to, asserting, prosecuting or settling any claim against the Surviving Corporation or Parent or defending or settling any claim asserted by the Surviving Corporation or Parent. Such Shareholder Representative may be changed by the consent of this Agreement, and (iv) to communicate holders representing a majority of the Company Shares immediately prior to the Company any elections Effective Time from time to time upon written notice given to the Surviving Corporation and the Shareholder Representative. Any vacancy in the position of Shareholder Representative may be filled by the remaining Shareholder Representative, if any, subject to the right of holders representing a majority of the Shareholders with respect outstanding Company Shares immediately prior to the registration rights provided for in ARTICLE II hereofEffective Time to replace any Shareholder Representative so appointed. If so designated, No bond shall be required of the Shareholder Representative. Notices or communications to or from the Shareholder Representative may take all actions necessary shall constitute notice to or appropriate in the judgment from each of the Shareholder Representative for the accomplishment holders of any of the foregoing, each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein grantedCompany Shares. The Shareholder Representative shall not be liable, responsible liable to any Shareholder or accountable in damages or otherwise to the Shareholders other Person for any loss action taken, or damage incurred by reason declined to be taken, in good faith and in the exercise of any act or failure to act by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any reasonable judgment. (b) A decision, act, consentconsent or instruction of the Shareholder Representative (acting in its capacity as the Shareholder Representative) shall constitute a decision of all the holders of Company Shares and shall be final, notice binding and conclusive upon each of such holders, and the Surviving Corporation and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each such holder of and all of Company Shares. (c) $250,000 from the Shareholders. The Company is hereby relieved from any liability to any Personaggregate Cash Consideration Per Share shall be placed by Parent at Closing into an escrow account (the "Shareholder Representative Holdback Account") with Park Cities Bank, including any ShareholderDallas, for any acts done by it in accordance with or reliance on such decisionTexas (the "Holdback Escrow Agent"), act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders which amount shall be made to the Shareholder Representative available for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made use by the Shareholder Representative for the benefit costs and expenses, including, without limitation, the costs of the ShareholdersHoldback Escrow Agent and legal fees, and any notices so made shall discharge incurred by the Shareholder Representative in full all notice requirements fulfilling the duties of such position hereunder, including without limitation those duties set forth in Section 7.7 hereof. Any funds remaining in the Shareholder Representative Holdback Account on the date of the Shareholders last payment payable under the Parent Notes shall be distributed on a Pro Rata Basis to the holders of Company with respect theretoShares who have duly surrendered or who may duly surrender their Company Stock Certificates pursuant to Section 2.5(b).

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of share holders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than ten (10) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(a) As between the Shareholders and the Shareholder Representative, from time the Shareholders shall severally indemnify the Shareholder Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his duties hereunder or under the Merger Agreement. A decision, act, consent or instruction of the Shareholder Representative in respect of any action under this Agreement or the Merger Agreement shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each such Shareholder and the Escrow Agent and Parent may rely upon any decision, act, consent or instruction of the Shareholder Representative hereunder or under the Escrow Agreement as being the decision, act, consent or instruction of each and every such Shareholder and shall be entitled to time, take action consented to by holders of a majority of the Registrable Securities held Shareholders. The Escrow Agent and Parent are hereby relieved from any liability to any Person (including any Shareholder) for any acts done by all Shareholdersthem in accordance with such decision, may appoint one act, consent or instruction of the Shareholders, as the Shareholder Representative, as his or her true and lawful attorney-in-fact . (ib) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the The Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative shall not be responsible for the accomplishment of any of the foregoingagreements referred to or described herein (including without limitation the Merger Agreement), each or for determining or compelling compliance therewith, and shall not otherwise be bound thereby. The Shareholder agreeing Representative shall be obligated only for the performance of such duties as are specifically set forth herein (which duties are ministerial and not fiduciary) and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be fully bound genuine and to have been signed or presented by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein grantedproper party or parties. The Shareholder Representative shall not be liable, responsible liable for forgeries or accountable in damages or otherwise to the Shareholders false presentations. The Shareholder Representative shall not be liable for any loss act done or damage incurred by reason omitted hereunder as Shareholder Representative except for gross negligence or willful misconduct. The Shareholder Representative shall in no case or event be liable for any representations or warranties of any act or failure to act by Company, Parent, the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss Shareholders or damage except Merger Sub. Any act done or omitted pursuant to the extent such loss advice or damage opinion of counsel, shall have been the result be conclusive evidence of the individual gross negligence or willful misconduct good faith of the Shareholder Representative. In the event that ; and the Shareholder Representative dieswill be entitled to rely on the advice of such counsel. The Shareholder Representative shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with acceptable indemnification. (c) The Shareholder Representative is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person, becomes incapacitated excepting only orders or otherwise stops fulfilling his process of courts of law or her dutiesarbitration as provided herein, the Shareholders shall promptly select an alternate person and is hereby expressly authorized to serve as comply with and obey orders, judgments or decrees of any court or rulings of any arbitrators. In case the Shareholder Representative and shall promptly notify the Company obeys or complies with any such order, judgment or decree of any court or such selection. The Company may conclusively and absolutely relyruling of any arbitrator, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all shall not be liable to any of the Shareholders. The Company is hereby relieved from any liability parties hereto or to any Personother person by reason of such compliance, including notwithstanding any Shareholdersuch order, judgment, decree or arbitrators' ruling being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction. (d) The Shareholder Representative shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Escrow Agreement or any documents or papers deposited or called for thereunder. (e) The Shareholder Representative shall not be liable for any acts done by it in accordance change in, modification, recission or clarification of law adversely affecting any rights under any statute of limitation with respect to the Escrow Agreement or reliance on such decision, act, consent, notice or instruction of any documents deposited with the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders liable for any loss act done or damage incurred by reason omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of any act or failure to act by the Shareholder Representative, and each Shareholder reasonable judgment. The Company Shareholders shall jointly and severally indemnify and hold harmless the Shareholder Representative and hold him or her harmless against any loss loss, liability or damage except to the extent such loss or damage shall have been the result of the individual expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify arising out of or in connection with the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice acceptance or instruction administration of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any PersonShareholders Representative's duties hereunder, including the reasonable fees and expenses of any Shareholder, for any acts done legal counsel retained by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(a) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany Company Shareholder, may appoint one of the Shareholders, _________ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless holders of a two- thirds interest in the Escrow Fund agree to such removal and to the identity of the foregoing, each substituted agent. Any vacancy in the position of Shareholder agreeing to Representative may be fully bound filled by approval of the acts, decisions and agreements holders of a majority in interest in the Escrow Fund. No bond shall be required of the Shareholder Representatives, and a Shareholder Representative taken and done pursuant shall not receive compensation for his or her services. Notices or communications to or from the authority herein granted. Shareholder Representatives shall constitute notice to or from each of the Company Shareholder. (b) The Shareholder Representative shall not be liable, responsible liable for any act done or accountable omitted hereunder as Shareholder Representative while acting in damages or otherwise good faith and in the exercise of reasonable judgment. The Company Shareholders on whose behalf the Escrow Amount was contributed to the Shareholders for Escrow Fund shall severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss loss, liability or damage expense incurred by reason without negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any . (c) A decision, act, consent, notice consent or instruction of the Shareholder Representative shall constitute a decision of all Company Shareholders for whom a portion of the Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of such Company Shareholders, and the Escrow Agent and Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representatives as being the decision, act, consent, notice consent or instruction of each of and all of the Shareholdersevery such Company Shareholder. The Company is Escrow Agent and Parent are hereby relieved from any liability to any Person, including any Shareholder, person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect theretoRepresentatives.

Shareholder Representative. The Shareholders(a) Each Company Shareholder will be deemed to have irrevocably constituted and appointed, from time to time, by holders of a majority effective as of the Registrable Securities held by all ShareholdersClosing, may appoint one of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the Shareholders, as the “Shareholder Representative”), as his or her true and lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement, to exercise all or any of the powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement (i) other than the payment of the Merger Consideration in accordance with Section 1.8), to give and receive all notices on his behalf and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises be his exclusive representative with respect to this Agreementany matter, (iii) suit, claim, action or Proceeding arising with respect to negotiateany transaction contemplated by any such agreement, agree including, without limitation, the defense, settlement or compromise of any claim, action or proceeding for which Parent or, following the Closing, Company may be entitled to indemnification. This power of attorney is coupled with an interest and enter into is irrevocable. Each Company Shareholder agrees that any amendments action that may be taken or right that may be exercised under or related to this Agreement as per Section 4.2 of this Agreementor any transaction contemplated hereby by such Company Shareholder may only be taken or exercised by the Shareholder Representative, and (iv) that such Company Shareholder shall be bound by all actions and omissions of the Shareholder Representative. Without limiting the foregoing, any notice or other communication to communicate be delivered to the Company any elections of the Shareholders with respect hereunder shall be effective for all purposes if such notice or other communication is delivered to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. Representative. (b) The Shareholder Representative shall not be liableliable to anyone for any action taken or not taken by him in good faith or for any mistake of fact or law for anything that he may do or refrain from doing in connection with his obligations under this Agreement (i) with the consent of Company Shareholders who, responsible as of the date of this Agreement, owned a majority in number of the outstanding Company Shares or accountable (ii) even without such consent, in damages the absence of his own gross negligence or otherwise willful misconduct. Any action taken or not taken pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Company Shareholders for any loss or damage incurred by reason of any act or failure to act by shall, jointly and severally, indemnify and hold the Shareholder Representative, and each Shareholder shall jointly successor thereof, harmless from any and severally indemnify all liability and hold harmless the expenses (including, without limitation, counsel fees) that may arise out of any action taken or omitted by him as Shareholder Representative against any loss in accordance with this Agreement, as the same may be amended, modified or damage supplemented, except to such liability and expense as may result from the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. (c) The Shareholder Representative may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. In The Shareholder Representative shall not be liable for other parties’ forgeries, fraud or false presentations. (d) The Shareholder Representative shall have reasonable access to information about the event Company and the reasonable assistance of the Company’s officers and employees for purposes of performing his duties and exercising his rights hereunder, provided that the Shareholder Representative dies, becomes incapacitated shall treat confidentially and not disclose any nonpublic information from or otherwise stops fulfilling his or her duties, about the Shareholders shall promptly select an alternate person Company to serve as anyone (except on a need to know basis to individuals who agree to treat such information confidentially). (e) If the Shareholder Representative and shall promptly notify be unable or unwilling to serve in such capacity, his successor shall be named by those persons holding a majority of the Company of Shares outstanding immediately prior to the Closing, and such selection. The Company may conclusively successor(s) shall serve and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction exercise the powers of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect theretohereunder.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the -47- Shareholder agreeing Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇ ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") -------------------------- for each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative=s duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. (a) The ShareholdersShareholders hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇ ▇▇▇▇▇▇") as the Shareholder Representative (the "Shareholder Representative"). In the event ▇▇▇▇ ▇▇▇▇▇▇ shall at any time be unable to, from time or shall notify the Company that he is unwilling to, continue to time, by holders of a majority perform the duties of the Registrable Securities held by all ShareholdersShareholder Representative, may appoint one the remaining Shareholders shall promptly designate a successor Shareholder Representative, and in the absence of the Shareholderssuch an appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall serve as the Shareholder Representative, . ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts and agrees to perform his duties as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights Shareholder Representative provided for in ARTICLE II hereof. If so designatedherein. (b) A decision, the Shareholder Representative may take all actions necessary act, consent or appropriate in the judgment instruction of the Shareholder Representative provided for the accomplishment herein, shall constitute a decision of any of the foregoingall Shareholders and shall be final, binding and conclusive upon each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representativesuch Shareholder, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, rely upon any decision, act, consent, notice consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Shareholdersevery Shareholder. The Company is hereby relieved from any liability to any Person, including any Shareholder, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Shareholder Representative, except for liability arising out of fraud, gross negligence, bad faith or willful default under this Agreement. (c) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholder Representative hereunder, (i) the Shareholder Representative shall not assume any, and shall incur no, responsibility whatsoever to any Shareholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, excepting only responsibility for any act or failure to act which represents gross negligence or willful misconduct, and (ii) the Shareholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholder Representative pursuant to such advice shall in no event subject the Shareholder Representative to liability to any Shareholder. The Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his or her duties hereunder. All notices or other communications required to be made or delivered by of the Company to the Shareholders shall be made indemnities, inimunities and powers granted to the Shareholder Representative for under this Agreement shall survive any termination of this Agreement. (d) A decision, act, consent or instruction of a Shareholder Representative shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each of such Shareholders and the benefit of the ShareholdersCompany, and all other persons may rely upon any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices such decision, act, consent or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements instruction of the Shareholders Representative as being the decision, act, consent or instruction of each and every such Shareholder. The Company, and all other 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 Company with respect theretoShareholders Representative.

Shareholder Representative. (a) The ShareholdersShareholders hereby appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇ ▇▇▇▇▇▇") as the Shareholder Representative (the "Shareholder Representative"). In the event ▇▇▇▇ ▇▇▇▇▇▇ shall at any time be unable to, from time or shall notify the Company that he is unwilling to, continue to time, by holders of a majority perform the duties of the Registrable Securities held by all ShareholdersShareholder Representative, may appoint one the remaining Shareholders shall promptly designate a successor Shareholder Representative, and in the absence of the Shareholderssuch an appointment, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall serve as the Shareholder Representative, . ▇▇▇▇ ▇▇▇▇▇▇ hereby accepts and agrees to perform his duties as his or her true and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreement, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights Shareholder Representative provided for in ARTICLE II hereof. If so designatedherein. (b) A decision, the Shareholder Representative may take all actions necessary act, consent or appropriate in the judgment instruction of the Shareholder Representative provided for the accomplishment herein, shall constitute a decision of any of the foregoingall Shareholders and shall be final, binding and conclusive upon each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representativesuch Shareholder, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, rely upon any decision, act, consent, notice consent or instruction of the Shareholder Representative as being the decision, act, consent, notice consent or instruction of each of and all of the Shareholdersevery Shareholder. The Company is hereby relieved from any liability to any Person, including any Shareholder, Person for any acts done by it them in accordance with or reliance on such decision, act, consent, notice consent or instruction of the Shareholder Representative, except for liability arising out of fraud, gross negligence, bad faith or willful default under this Agreement. (c) In dealing with this Agreement and any instruments, agreements or documents relating thereto, and in exercising or failing to exercise all or any of the powers conferred upon the Shareholder Representative hereunder, (i) the Shareholder Representative shall not assume any, and shall incur no, responsibility whatsoever to any Shareholder by reason of any error in judgment or other act or omission performed or omitted hereunder or in connection with this Agreement, excepting only responsibility for any act or failure to act which represents gross negligence or willful misconduct, and (ii) the Shareholder Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue, and any error in judgment or other act or omission of the Shareholder Representative pursuant to such advice shall in no event subject the Shareholder Representative to liability to any Shareholder. The Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of his or her duties hereunder. All notices or other communications required to be made or delivered by of the Company to the Shareholders shall be made indemnities, immunities and powers granted to the Shareholder Representative for under this Agreement shall survive any termination of this Agreement. (d) A decision, act, consent or instruction of a Shareholder Representative shall constitute a decision of all Shareholders and shall be final, binding and conclusive upon each of such Shareholders and the benefit of the ShareholdersCompany, and all other persons may rely upon any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices such decision, act, consent or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements instruction of the Shareholders Representative as being the decision, act, consent or instruction of each and every such Shareholder. The Company, and all other 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 Company with respect theretoShareholders Representative.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of the Company Shareholders, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. (a) The Shareholders, from time to time, by holders of a majority Shareholders hereby designate C▇▇▇▇ L▇▇▇ ▇▇▇ as the sole and exclusive representative of the Registrable Securities held by all Shareholders, may appoint one of Shareholders (the Shareholders, as the “Shareholder Representative, as his or her true ”) from and lawful attorney-in-fact (i) to give and receive all notices and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises after the date hereof with respect to this Agreement, (iii) to negotiate, agree and enter into any amendments to all matters arising under this Agreement as per Section 4.2 with full powers of this Agreementsubstitution to act in the name, place and (iv) to communicate to the Company any elections stead of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designatedperformance on behalf of the Shareholders under the terms and provisions of this Agreement, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents, as the Shareholder Representative may take all actions shall deem necessary or appropriate in connection with any of the judgment transactions contemplated by this Agreement. (b) The appointment of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing to shall be fully bound by the acts, decisions deemed coupled with an interest and agreements of the Shareholder Representative taken and done pursuant to the authority herein granted. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders for any loss or damage incurred by reason of any act or failure to act by the Shareholder Representativeirrevocable, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company other Person (including IGPAC) may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction actions of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all acts of the ShareholdersShareholders in all matters referred to in this Agreement. The Company is Shareholders, by execution of this Agreement, hereby relieved from any liability ratify and confirm all that the Shareholder Representative shall do or cause to any Person, including any Shareholder, for any acts be done by it in accordance with or reliance on such decision, act, consent, notice or instruction virtue of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to ’s appointment as attorney-in-fact and agent of the Shareholders and, as such, shall be made have full power and authority, among other things, to enter into any amendment of this Agreement (or waive any rights or obligations hereunder) in the name and on behalf of Shareholders as the Shareholder Representative. The Shareholder Representative shall act for the Shareholders on all of the matters set forth in this Agreement in such manner as the Shareholder Representative believes to be in the best interest of the Shareholders as a whole, but the Shareholder Representative shall not be responsible to any Shareholder for any loss or damage any Shareholder may suffer by reason of the benefit performance by the Shareholder Representative of such Shareholder Representative’s duties under this Agreement, other than loss or damage arising from fraud, willful misconduct or bad faith in the performance of such Shareholder Representative’s duties under this Agreement. (c) The Shareholder Representative is authorized to act on behalf of the Shareholders notwithstanding any dispute or disagreement among the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company Person shall be made entitled to rely on any and all action taken by the Shareholder Representative under this Agreement without liability to, or obligation to inquire of, the Shareholders. If C▇▇▇▇ L▇▇▇ ▇▇▇ ceases to function in such capacity for any reason whatsoever, or is unable, due to incapacity or otherwise, to serve as the benefit Shareholder Representative, then the Shareholders shall select a successor Shareholder Representative reasonably satisfactory to IGPAC; provided, however, that IGPAC shall be provided at least ten days’ prior written notice of the Shareholdersselection of a successor; provided further however, and that if for any notices so made shall discharge in full all notice requirements reason no successor has been appointed within ten days, then any of the Shareholders shall have the right to petition a court of competent jurisdiction for appointment of a successor Shareholder Representative. Each successor Shareholder Representative, if required to serve, shall sign an acknowledgment in writing agreeing to perform and be bound by all of the provisions of this Agreement applicable to the Company with respect theretoShareholder Representative. Each successor Shareholder Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Shareholder Representative and the term “Shareholder Representative” as used herein shall be deemed to include any successor Shareholder Representative.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the shareholders of the foregoing, each Company from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder agreeing Representative may not be removed unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.

Shareholder Representative. The Shareholders, from time to timeshareholders, by holders virtue of a majority their approval of the Registrable Securities held by all ShareholdersAgreement, may appoint one will be deemed to have constituted and appointed, effective as of the ShareholdersEffective Time, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (together with his or its permitted successors, the "SHAREHOLDER REPRESENTATIVE"), as the Shareholder Representative, as his or her their true and -------------------------- lawful agent and attorney-in-fact to enter into any agreement in connection with the transactions contemplated by this Agreement and any transactions contemplated by the Escrow Agreement, to exercise all or any of the powers, authority and discretion conferred on him or it under any such agreement, to waive any terms and conditions of any such agreement (i) other than the Merger Consideration), to give and receive all notices on their behalf and communications required or permitted under this Agreement, (ii) to agree to, negotiate, enter into settlements and compromises be their exclusive representative with respect to this Agreementany matter, (iii) to negotiatesuit, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementclaim, and (iv) to communicate to the Company any elections of the Shareholders action or proceeding arising with respect to any transaction contemplated by any such agreement, including, without limitation, the registration rights provided defense, settlement or compromise of any claim, action or proceeding for in ARTICLE II hereof. If so designated, which the Parent or the Merger Sub may be entitled to indemnification and the Shareholder Representative may take all actions necessary or appropriate in agrees to act as, and to undertake the judgment duties and responsibilities of, such agent and attorney-in- fact. This power of the Shareholder Representative for the accomplishment of any of the foregoing, each Shareholder agreeing to be fully bound by the acts, decisions and agreements of the Shareholder Representative taken and done pursuant to the authority herein grantedattorney is coupled with an interest. The Shareholder Representative shall not be liable, responsible or accountable in damages or otherwise to the Shareholders liable for any loss action taken or damage incurred not taken by reason him or it in connection with his or its obligations under this Agreement (i) with the consent of any act shareholders who, as of the date of this Agreement, owned a majority in number of the outstanding shares of the Company Common Stock or failure (ii) in the absence of his or its own gross negligence or wilful misconduct. If the Shareholder Representative shall be unable or unwilling to act by serve in such capacity or if the shareholders of the Company otherwise desire to replace the Shareholder Representative, and each Shareholder his or its successor shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result be named by those persons holding a majority of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements shares of the Company to Common Stock outstanding at the Shareholders with respect thereto. All notices or other communications required to be made or delivered by Effective Time who shall serve and exercise the Shareholders to the Company shall be made by the powers of Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect theretohereunder.

Shareholder Representative. The Shareholders(i) In the event that the Merger is approved, from time to timeeffective upon such vote, by holders and without further act of a majority of the Registrable Securities held by all Shareholdersany shareholder, may appoint one of the Shareholders, ▇▇▇▇▇ ▇▇▇▇▇ shall be appointed as the Shareholder Representative, as his or her true agent and lawful attorney-in-fact (ithe "Shareholder Representative") for -------------------------- each Company Shareholder, for and on behalf of shareholders of the Company, to give and receive all notices and communications required or permitted under this Agreementcommunications, (ii) to authorize delivery to Parent of payments from the Escrow Fund in satisfaction of claims by Parent, 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 this Agreement, (iii) to negotiate, agree and enter into any amendments to this Agreement as per Section 4.2 of this Agreementsuch claims, and (iv) to communicate to the Company any elections of the Shareholders with respect to the registration rights provided for in ARTICLE II hereof. If so designated, the Shareholder Representative may take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of any the foregoing. Such agency may be changed by the Company Shareholders from time to time upon not less than thirty (30) days prior written notice to Parent; provided that the Shareholder Representative may not be removed unless a majority-in-interest of the foregoing, each Shareholder agreeing Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be fully bound by the acts, decisions and agreements required of the Shareholder Representative, and the Shareholder Representative taken and done pursuant shall not receive compensation for services as such. Notices or communications to or from the authority herein granted. Shareholder Representative shall constitute notice to or from each of the Company Shareholders or their permitted transferees. (ii) The Shareholder Representative shall not be liableliable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall severally indemnify the Shareholder Representative and hold him or her harmless against any loss, responsible liability or accountable expense incurred without negligence or bad faith on the part of the Shareholder Representative and arising out of or in damages connection with the acceptance or otherwise to administration of the Shareholders for any loss or damage incurred by reason Representative's duties hereunder, including the reasonable fees and expenses of any act or failure to act legal counsel retained by the Shareholder Representative, and each Shareholder shall jointly and severally indemnify and hold harmless the Shareholder Representative against any loss or damage except to the extent such loss or damage shall have been the result of the individual gross negligence or willful misconduct of the Shareholder Representative. In the event that the Shareholder Representative dies, becomes incapacitated or otherwise stops fulfilling his or her duties, the Shareholders shall promptly select an alternate person to serve as the Shareholder Representative and shall promptly notify the Company of such selection. The Company may conclusively and absolutely rely, without inquiry, upon any decision, act, consent, notice or instruction of the Shareholder Representative as being the decision, act, consent, notice or instruction of each of and all of the Shareholders. The Company is hereby relieved from any liability to any Person, including any Shareholder, for any acts done by it in accordance with or reliance on such decision, act, consent, notice or instruction of the Shareholder Representative. All notices or other communications required to be made or delivered by the Company to the Shareholders shall be made to the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Company to the Shareholders with respect thereto. All notices or other communications required to be made or delivered by the Shareholders to the Company shall be made by the Shareholder Representative for the benefit of the Shareholders, and any notices so made shall discharge in full all notice requirements of the Shareholders to the Company with respect thereto.