Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Such agency may be changed by the 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 Shareholders holding a majority of Company Shares agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders.

Shareholder Representative. (a) By virtue Each of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, Shareholders (including each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. Principal Shareholders) hereby appoints Xxxxxxx X. Xxxxxxx as its agent and attorney-attorney- in-fact, as the Shareholder Representative (the "Shareholder Representative") -------------------------- for and on behalf of the Shareholders (iand with regard to Claims made against the Shareholders directly, for and on behalf of the Shareholders and with regard to Claims made against the Principal Shareholders directly, for and on behalf of the Principal Shareholders) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against Parent from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified PartyParent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of either of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders or the Principal Shareholders, as the case may be, 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 Shareholders holding holders of a majority two-thirds (2/3rds) interest of Company the Escrow Fund or, in the event there are no amounts remaining in the Escrow Fund, by the holders of two-thirds (2/3rds) of the Merger Shares agree to such removal and to the identity of the substituted agent. A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund or, in the event there are no amounts remaining in the Escrow Fund, by the holders of two- thirds of the Merger Shares. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders.

Shareholder Representative. (a) By virtue of In the approval of the Merger and event that this Agreement is adopted by the requisite vote of the Company Shareholders, each effective upon such vote, and without any further action of the Shareholders any Indemnifying Party, Xxxx X. Xxxxxx shall be deemed to have agreed to appoint Magnum Communications Fund L.P. appointed as its the Indemnifying Parties’ agent and attorney-in-fact, fact as the Shareholder Representative for and on behalf of the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against Parent from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified PartyParent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating act as proxy for the Indemnifying Parties with respect to ARTICLE VIII and ARTICLE IX hereof, any shareholder vote or consent with respect to assert, negotiate, enter into settlements and compromises ofthe Parent Common Stock held in the Escrow Fund, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders Indemnifying Parties from time to time upon not less than thirty fifteen (3015) days prior written notice to Parent; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding holders of at least a majority of Company Shares the interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersIndemnifying Parties. The Indemnifying Parties shall, based on their Pro Rata Portions of the Escrow Fund, be responsible for the payment of all fees and expenses reasonably incurred by the Shareholder Representative in performing its duties under this Agreement, and the Shareholder Representative shall have the right to have any such fees and expenses reimbursed from the Escrow Fund prior to any distribution to the Indemnified Parties of any amounts in the Escrow Fund, to the extent available.

Shareholder Representative. (ai) By virtue of the approval of the Merger and this Agreement by the requisite vote of the ShareholdersRequisite Stockholder Approval, each of the Shareholders Stockholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. Jxxxxx Xxxxxxxx, as its agent and attorney-in-fact, as the “Shareholder Representative Representative” for and on behalf of the Shareholders (i) Stockholders to give take all actions under this Agreement that are to be taken by the Shareholder Representative. The Shareholder Representative is authorized and receive empowered to take any and all actions which it believes are reasonably necessary or appropriate under this Agreement, including without limitation giving and receiving notices and communications, to authorize payment to any Buyer Indemnified Party directly against from the Shareholders Escrow Fund in satisfaction of claims by any Buyer Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Buyer Indemnified Party against any Shareholder Stockholder or In the Money Optionholder or by any such Shareholder Stockholder or In the Money Optionholder against any Buyer Indemnified Party or any dispute between any Buyer Indemnified Party and any such ShareholderStockholder or In the Money Optionholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to ParentBuyer Indemnified Parties; provided, however, that the Shareholder Representative may not be removed unless Shareholders holding a majority holders of Company Shares seventy-five percent (75%) interest of the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the ShareholdersStockholders and In the Money Optionholders. Without limiting the generality of the foregoing, the Shareholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment hereof thereof in its capacity as Shareholder Representative.

Shareholder Representative. (a) By virtue Each of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. Indemnifying Securityholders hereby appoints EK Holdings as its agent and attorney-in-fact, as the Shareholder Representative (the "Shareholder Representative") for and on behalf of the Shareholders (i) Indemnifying Securityholders to give and receive notices and communications, to authorize payment to any Indemnified Party directly against Parent from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified PartyParent, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of either of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Xxxxx Xxxxxx, Chief Executive Officer of EK Holdings, shall be the only person authorized to take any of the foregoing actions for EK Holdings, in its capacity as Shareholder Representative hereunder. Such agency may be changed by the Shareholders Indemnifying Securityholders, as the case may be, 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 Shareholders holding holders of a majority two-thirds interest of Company Shares the Escrow Fund (or, in the event there are no amounts remaining in the Escrow Fund, by any four (4) of the six (6) Principal Shareholders) agree to such removal and to the identity of the substituted agent. No bond Notwithstanding the foregoing, upon the occurrence of any Shareholder Representative Substitution Event, then, without any further action on the part of EK Holdings, any Indemnifying Shareholder, the Company, Parent or the Escrow Agent, EK Holdings shall automatically be required of the Shareholder Representative, and removed as the Shareholder Representative hereunder and Xxxx Xxxxxx shall not receive any compensation for its services. Notices or communications to or from automatically be substituted as the Shareholder Representative hereunder. EK Holdings shall constitute give Parent and Xxxx Xxxxxx prompt written notice to or from of the Shareholders.occurrence

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed The Shareholder Representative is hereby irrevocably appointed to have agreed to appoint Magnum Communications Fund L.P. as its agent and attorney-in-fact, act as the Shareholder Representative for and agent on behalf of the Shareholders Holders (i) such appointment being affirmed pursuant to give the Lock Up Agreements and receive notices the Lock Up and communications, to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims Retention Agreements being delivered concurrently herewith as required by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises ofSection 6.12), and demand arbitration and comply the Shareholder Representative hereby accepts such appointment. Purchaser shall be entitled to deal exclusively with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve the Shareholder Representative on all matters relating to ARTICLE VIII the Registration Statement pursuant to Section 6.6(e), indemnification pursuant to Article IX and ARTICLE IX hereof, the Escrow Agreement pursuant to assert, negotiate, enter into settlements and compromises ofits terms, and demand arbitration and comply with orders shall be entitled to rely conclusively (without further evidence of courts and awards of arbitrators with respect to, any other claim by kind whatsoever) on any Indemnified Party against any Shareholder document executed or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating purported to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act be executed on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (B) specifically mandated any Holder by the terms of this Agreement. Such agency may be changed by the 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 Shareholders holding a majority of Company Shares agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and on any other action taken or purported to be taken on behalf of any Holder by the Shareholder Representative, as fully binding upon such Holder. If the Shareholder Representative shall not receive die, liquidate, dissolve or otherwise be unable (whether as a result of a disability or otherwise) or unwilling to fulfill the responsibilities as agent of the Holders, then Holders representing a majority in interest of the amount of shares of Purchaser Common Stock then held in the Escrow Fund shall, within ten (10) days after notice from Purchaser of such event, appoint a successor representative and, promptly thereafter, shall notify Purchaser of the identity of such successor. Any such successor shall become the “Shareholder Representative” for purposes of this Agreement. If for any compensation for its services. Notices or communications reason there is no Shareholder Representative at any time, all references herein to or from the Shareholder Representative shall constitute notice be deemed to or from refer to Holders representing a majority in interest of the Shareholdersamount of shares of Purchaser Common Stock then held in the Escrow Fund.

Shareholder Representative. (a) By virtue of the approval adoption of the Merger this Agreement, and this Agreement by the requisite vote without any further action of any of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients, Phantom Award Holders or the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. Company, Gulliver Xxxxxxx is hereby irrevocably nominated, constituted and appointed as its the exclusive representative, agent and true and lawful attorney-in-factfact of each of the Shareholders, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders (the “Shareholder Representative”), with full power of substitution by the Shareholders or, following the Closing, by the Founders (and, if so substituted, the Shareholder Representative and/or the Founders will promptly notify Parent of such substitution) to act in the name, place and stead of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and Phantom Award Holders with respect to this Agreement, as the same may be from time to time amended, and with respect to the transactions contemplated hereby; to act as “purchaser representative” (as defined in Rule 501(i) of Regulation D under the Securities Act) for any Shareholder, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holder, Transaction Bonus Unit Recipient or Phantom Award Holder that is not an Accredited Investor; and to do or refrain from doing all such acts and things, and to execute all such documents (including any amendments to this Agreement and any requests, notices, waivers and consents), in each case as the Shareholder Representative for and on behalf shall deem necessary, appropriate or desirable in connection with this Agreement, any agreements contemplated by this Agreement or any of the Shareholders transactions contemplated hereby or thereby; and to enforce and protect (ior refrain from enforcing) to give the rights and receive notices interests of the Shareholders, including, for the avoidance of doubt, each holder of unvested Restricted Shares, Option Holders, Transaction Bonus Unit Recipients and communicationsPhantom Award Holders (including by asserting or defending any claim, to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party, to object to such payments, to agree consenting to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder compromising or by settling any such Shareholder against claim or conducting any Indemnified Party or any dispute between any Indemnified Party and negotiation regarding any such Shareholder, claim) arising out of or under or in each case any manner relating to this Agreement, any agreements contemplated by this Agreement or any of the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (A) necessary hereby or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Such agency may be changed by the 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 Shareholders holding a majority of Company Shares agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholdersthereby.

Shareholder Representative. (a) By virtue The Company (and pursuant to the terms of the approval of the Merger and this Agreement by the requisite vote of the ShareholdersCompany Shareholder Approval, each of the Shareholders shall be deemed Company Shareholders) irrevocably appoints the Shareholder Representative to have agreed to appoint Magnum Communications Fund L.P. act as its agent representative, agent, proxy and attorney-in-factfact for the Company Shareholders for all purposes under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including, without limitation, the full power and authority on each such Company Shareholder’s behalf to: (i) receive notices or service of process, (ii) negotiate, determine, compromise, settle and take any other action permitted or called for by any Company Shareholder under this Agreement, (iii) execute and deliver any termination, amendment or waiver to this Agreement in connection therewith, (iv) engage such counsel, experts and other agents and consultants as the Shareholder Representative for and on behalf of deems necessary in connection with exercising the Shareholders (i) to give and receive notices and communications, to authorize payment to any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholderpowers granted hereunder and, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute absence of bad faith on the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (A) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of this Agreement. Such agency may be changed by the 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 Shareholders holding a majority of Company Shares agree to such removal and to the identity of the substituted agent. No bond shall be required part of the Shareholder Representative, will be entitled to conclusively rely on the opinions and advice of such Persons, (v) receive funds and make or release payments of funds to pay any amounts that the Shareholder Representative shall not receive has incurred or reasonably expects to incur in connection with the Company Shareholders’ obligations under this Agreement, the Merger and otherwise in connection with the Contemplated Transactions, including amounts required to pay the fees and expenses of professionals incurred in connection with the Contemplated Transactions, (vi) to execute closing statements, settlement statements and funds flow statements on behalf of the Company Shareholders and the Company. The Company Shareholders acknowledge that Parent and Merger Sub will be entitled to conclusively rely upon, without independent investigation, any compensation for its services. Notices act, notice, instruction or communications to or from communication of the Shareholder Representative shall constitute notice to as provided in this Section 9.1 as the acts of the Company Shareholders and will not be liable in any manner whatsoever for any of Parent or from Merger Sub’s actions, as applicable, taken or not taken in reliance upon the Shareholdersacts or omissions or communications or writings given or executed by the Shareholder Representative.

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. TCB as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders (i) to give take all actions under this Agreement that are to be taken by the Shareholder Representative. The Shareholder Representative is authorized and receive empowered to take any and all actions which it believes are reasonably necessary or appropriate under this Agreement, including without limitation giving and receiving notices and communications, to authorize payment to any Indemnified Party directly against from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the 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 Shareholders holding holders of a majority two-thirds (2/3) interest of Company Shares the Escrow Fund agree to such removal and to the identity of the substituted agent. A vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. Without limiting the generality of the foregoing, the Shareholder Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and to consent to any amendment hereof thereof in its capacity as Shareholder Representative.

Shareholder Representative. (a) By virtue of Effective automatically upon the approval of the Merger and this Agreement the other Transactions by the requisite vote of the Company Shareholders, and without further act of any Company Shareholder, each of the Shareholders Company Shareholder shall be deemed to have agreed to appoint Magnum Communications Fund L.P. appointed Xxxxxxx X. Xxxxxx (the “Shareholder Representative”) as its agent and the attorney-in-factfact of such Company Shareholder (except such Company Shareholders, as if any, that have perfected their dissenters’ rights under Alabama law), with full power and authority, including power of substitution, acting in the Shareholder Representative name of and for and on behalf of such Company Shareholder and to, in his sole discretion: (a) enter into and amend or waive any provision of this Agreement; (b) terminate this Agreement pursuant to the Shareholders provisions of Article 9; (ic) do all other things and take all other action under or related to this Agreement which he may consider necessary or proper to effectuate the Merger and the other Transactions; (d) resolve any dispute with Parent, Purchaser or the Surviving Corporation over any aspect of this Agreement or any instrument or document delivered hereunder; (e) execute and take any actions under the Escrow Agreement; (f) give and receive notices and communications, ; (g) authorize delivery to authorize payment to any Indemnified Party directly against Parent of cash from the Shareholders Escrow Fund in satisfaction of claims by any Indemnified Party, to Parent and the Escrow Agent; (h) object to such payments, to deliveries; (i) agree to, negotiate, enter into settlements and compromises of, and demand litigation or arbitration and comply with orders and awards of courts and awards arbitrators in respect of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, ; (iij) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of such Company Shareholder to enter into any agreement to effectuate any of the Shareholders foregoing items (a)–(i) which shall have the effect of binding such Company Shareholder as if such Company Shareholder had personally entered into such agreement(s), taken such actions or refrained from taking such actions described in connection therewith, Sections (a)-(i) above; and (iiik) to take all other actions that are either (A) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing foregoing. Notwithstanding the foregoing, all actions taken or (B) specifically mandated decisions made by the terms Shareholder Representative on behalf of this Agreementthe Company Shareholders shall be taken or made in a manner which is ratable and equitable among all Company Shareholders. Such This appointment and power of attorney shall be deemed an agency may coupled with an interest and all authority conferred hereby shall be changed irrevocable and shall not be subject to termination by operation of law, whether by the Shareholders from time death or incapacity or liquidation or dissolution of any Company Shareholder or the occurrence of any other event or events and any action taken by the Shareholder Representative pursuant to time upon this Section 2.13 shall be as valid as if any such death, incapacity, liquidation, dissolution or other event had not less than thirty (30) days prior written occurred, regardless or whether or not the Shareholder Representative, the Company, Parent or Purchaser shall have received notice to Parent; providedof any such death, howeverincapacity, that the liquidation, dissolution or other event. The Shareholder Representative may not be removed unless Shareholders holding a majority terminate this power of attorney with respect to any Company Shares agree to Shareholder or such removal and to successors or assigns without the identity consent of Parent. Effective automatically upon approval of the substituted agent. No bond shall be required Merger and the other Transactions by the Company Shareholders, and without further act of any Company Shareholders, each Company Shareholder agrees to hold the Shareholder Representative harmless and indemnify the Shareholder Representative, severally (and not jointly) in accordance with the amount of Merger Consideration received by such indemnifying Company Shareholder, with respect to any and all loss, damage or liability and expenses (including legal fees) which such Company Shareholder may sustain as a result of any action taken in good faith by the Shareholder Representative shall not receive any compensation for its servicesRepresentative. Notices In the event of the death, physical or communications to mental incapacity or from resignation of the initial Shareholder Representative or any successor, the Company Shareholders shall, by a vote of the Company Shareholders who held at least a majority of the outstanding shares of Company Common Stock on the Execution Date, promptly appoint a substitute and shall constitute notice to or from the Shareholdersin writing advise Parent thereof.

Shareholder Representative. (a) By virtue of the approval of the Merger Each Shareholder hereby appoints William C. Nieto (such Person and this Agreement by the requisite vote of any successor or successors being txx "Xxxxxxxxxxxx' Representative"), and the Shareholders' Representative hereby accepts such appointment, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. as its agent and such Shareholder's attorney-in-fact, as the Shareholder Representative for fact and representative to act on behalf of such Shareholder and to take any and all actions required or permitted to be taken by such Shareholder or the Shareholders Shareholders' Representative under this Agreement, the Merger Agreement or the Escrow Agreement, including, without limitation, (i) to give do any and receive notices all things and communicationsto execute any and all documents or other papers, to authorize payment to in such Shareholder's name, place and stead, in any Indemnified Party directly against the Shareholders in satisfaction of claims by any Indemnified Party, to object to such payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any way that each such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholdercould do if personally present, in each case relating to connection with this Agreement, the Merger Agreement or and the Escrow Agreement and the transactions contemplated herebyhereby or thereby, (ii) to agree toamend, negotiatecancel or extend, execute and distribute or waive the Earnout Warrants and deliver terms of, this Agreement, the Earnout Warrants Merger Agreement, the Escrow Agreement or any ancillary agreement, (iii) to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of such Shareholder with respect to any claims (including the Shareholders in connection therewithsettlement thereof) made by Mercury for indemnification pursuant to Section 11.02 of the Merger Agreement and with respect to any actions to be taken by the Shareholders' Representative pursuant to the terms of the Escrow Agreement, and (iiiiv) to take all other actions exercise such rights, powers and authority as are incidental to the foregoing. In the event that are either (A) necessary the Shareholders' Representative becomes unable or appropriate unwilling to continue in the judgment of the Shareholder his capacity as Shareholders' Representative for the accomplishment of the foregoing or (B) specifically mandated by the terms of under this Agreement. Such agency may be changed by , the 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 Shareholders holding holders of a majority of the shares held by the holders of the Company Shares agree to such removal Common Stock and the Company Preferred Stock outstanding immediately prior to the identity of the substituted agent. No bond Effective Time shall promptly appoint a successor Shareholders' Representative, who shall be required reasonably acceptable to Mercury. The Shareholders hereby consent to the taking by the Shareholders' Representative of the Shareholder Representative, any and all actions and the Shareholder Representative shall not receive making of any compensation for its services. Notices decisions required or communications permitted to be taken by him under this Agreement, the Merger Agreement or from the Shareholder Representative shall constitute notice to or from the ShareholdersEscrow Agreement.

Shareholder Representative. (a) By virtue of the approval of the Merger and this Agreement by the requisite vote of the Shareholders, each of the Shareholders shall be deemed to have agreed to appoint Magnum Communications Fund L.P. Dxxxx Xxxxxxx as its agent and attorney-in-fact, as the Shareholder Representative for and on behalf of the Shareholders (i) to give and receive notices and communications, to agree to the adjustment (if any) of the Aggregate Common Stock Consideration Amount pursuant to the terms of Section 1.6(d) hereof, to authorize payment to any Indemnified Party directly against deductions from the Shareholders Total Holdback Amount in satisfaction of claims by any Indemnified Party, to object to such the foregoing adjustments or payments, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to negotiate, investigate and resolve all matters relating to ARTICLE VIII and ARTICLE IX hereof, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or Party, any dispute between any Indemnified Party and any such Shareholder, any dispute relating to the Company Assumed Liabilities Report, in each case relating to this Agreement or the transactions contemplated hereby, (ii) to agree to, negotiate, execute and distribute the Earnout Warrants and deliver the Earnout Warrants to the Shareholders as provided therein, to fulfill all of its obligations thereunder and resolve all matters relating thereto, act on behalf of the Shareholders in connection therewith, and (iii) to take all other actions that are either (Ai) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (Bii) specifically mandated by the terms of this Agreement. Such agency may be changed by the 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 Shareholders holding holders of a majority two-thirds interest of Company Shares the Total Holdback Amount agree to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, a vacancy in the position of Shareholder Representative may be filled by the holders of a majority in interest of the Total Holdback Amount. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders.