Common use of The Shareholders Representative Clause in Contracts

The Shareholders Representative. Subject to this Section 11.4, BOCF, LLC will act as the “Shareholders Representative” under this Agreement. The Shareholders Representative has the full power and authority on behalf of the Shareholders to take any and all actions and make any and all determinations in respect of this Agreement and the Transactions. Without limiting the generality of the foregoing, the Shareholders Representative is authorized to (a) negotiate, execute, and deliver all amendments, modifications, and waivers to this Agreement or any other agreement, document, or instrument contemplated by this Agreement, (b) endorse and deliver any certificates or instruments representing any Shareholder’s Shares and execute such further instruments of assignment as Purchaser shall reasonably request and (c) take all actions on behalf of the Shareholders in connection with any claims or disputes with respect to this Agreement or the Transactions (other than any claims against a Shareholder), to initiate, prosecute, defend, and/or settle such claims and disputes. All decisions and actions by the Shareholders Representative (to the extent authorized by this Agreement) will be binding upon all the Shareholders, and no Shareholder will have the right to object, dissent, protest, or otherwise contest the same. The Shareholders Representative is entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors may be paid from the Expense Fund. The Shareholders Representative shall not be liable to the Shareholders for any action taken by it pursuant to this Agreement, and the Shareholders shall indemnify and hold the Shareholders Representative harmless from any Losses arising out of its serving as the Shareholders Representative hereunder, including legal fees and other expenses that the Shareholders Representative incurs in the course of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Representative, and Purchaser and the Company and its Subsidiary agree that they will not look to the underlying assets of the Shareholders Representative for the satisfaction of any obligations of the Company and its Subsidiary or the Shareholders. Any Person serving as the Shareholders Representative hereunder may resign as the Shareholders Representative upon at least ten (10) days prior written notice to the Shareholders and Purchaser. The Shareholders (by a written consent executed by a majority of the Shareholders, based on the number of voting Equity Interests owned by them immediately prior to the Closing) may remove the Shareholders Representative, and in such event shall appoint, and may remove, a replacement Person or Persons to serve as the Shareholders Representative hereunder, who will be considered a “Shareholders Representative” for all purposes of this Agreement. All rights of a Shareholders Representative to indemnification hereunder shall survive such Shareholders Representative’s death, resignation, or removal. The Shareholders shall reimburse, to the extent of their Pro-Rata Percentages, the out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Shareholders Representative in performing all of his duties and obligations under this Agreement to the extent not covered through disbursement from the Expense Fund. A decision, act, consent or instruction of the Shareholders Representative will constitute a decision of all the Shareholders and will be final, binding and conclusive upon each such Shareholder, and Purchaser (and the Company and its Subsidiary following the Closing) may conclusively, and without independent investigation or inquiry, rely upon any such decision, act, consent or instruction of the Shareholders Representative as being a decision, act, consent or instruction of each such Shareholder, and none of Purchaser (or the Company and its Subsidiary following the Closing) or any of its Representatives shall have any liability or obligation to any Person in respect thereof, including with respect to the Pro-Rata Percentage. The Shareholders Representative shall use reasonable efforts to keep the Shareholders reasonably informed with respect to actions of the Shareholders Representative. The Shareholders Representative will maintain the Expense Fund separate from its corporate funds and will not voluntarily make these funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders Representative’s responsibilities and at any time promptly following a request by a Shareholder, the Shareholders Representative will deliver to the Shareholders account balance information about the Expense Fund and a reconciliation of any amounts disbursed from the Expense Fund. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of Closing.

The Shareholders Representative. Subject to this Section 11.4, BOCF, LLC will act as the “Shareholders Representative” under this Agreement. The Shareholders Representative has the full power and authority on behalf of the Shareholders to take any and all actions and make any and all determinations in respect of this Agreement and the Transactions. Without limiting the generality of the foregoing, the Shareholders Representative is authorized to (a) negotiate, execute, and deliver all amendments, modifications, and waivers to this Agreement or any other agreement, document, or instrument contemplated by this Agreement, (b) endorse and deliver any certificates or instruments representing any Shareholder’s Shares and execute such further instruments of assignment as Purchaser shall reasonably request and (c) take all actions on behalf of the Shareholders in connection with any claims or disputes with respect to this Agreement or the Transactions (other than any claims against a Shareholder), to initiate, prosecute, defend, and/or settle such claims and disputes. All decisions and actions by the Shareholders Representative (to the extent authorized by this Agreement) will be binding upon all the Shareholders, and no Shareholder will have the right to object, dissent, protest, or otherwise contest the same. The Shareholders Representative is entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors may be paid from the Expense Fund. The Shareholders Representative shall not be liable to the Shareholders for any action taken by it pursuant to this Agreement, and the Shareholders shall indemnify and hold the Shareholders Representative harmless from any Losses arising out of its serving as the Shareholders Representative hereunder, including legal fees and other expenses that the Shareholders Representative incurs in the course of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Representative, and Purchaser and the Company and its Subsidiary agree that they will not look to the underlying assets of the Shareholders Representative for the satisfaction of any obligations of the Company and its Subsidiary or the Shareholders. Any Person serving as the Shareholders Representative hereunder may resign as the Shareholders Representative upon at least ten (10) days prior written notice to the Shareholders and Purchaser. The Shareholders (by a written consent executed by a majority of the Shareholders, based on the number of voting Equity Interests owned by them immediately prior to the Closing) may remove the Shareholders Representative, and in such event shall appoint, and may remove, a replacement Person or Persons to serve as the Shareholders Representative hereunder, who will be considered a “Shareholders Representative” for all purposes of this Agreement. All rights of a Shareholders Representative to indemnification hereunder shall survive such Shareholders Representative’s death, resignation, or removal. The Shareholders shall reimburse, to the extent of their Pro-Rata Percentages, the out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Shareholders Representative in performing all of his duties and obligations under this Agreement to the extent not covered through disbursement from the Expense Fund. A decision, act, consent or instruction of the Shareholders Representative will constitute a decision of all the Shareholders and will be final, binding and conclusive upon each such Shareholder, and Purchaser (and the Company and its Subsidiary following the Closing) may conclusively, and without independent investigation or inquiry, rely upon any such decision, act, consent or instruction of the Shareholders Representative as being a decision, act, consent or instruction of each such Shareholder, and none of Purchaser (or the Company and its Subsidiary following the Closing) or any of its Representatives shall have any liability or obligation to any Person in respect thereof, including with respect to the Pro-Rata PercentagePercentage and other calculations set forth in the Estimated Closing Statement. The Shareholders Representative shall use reasonable efforts to keep the Shareholders reasonably informed with respect to actions of the Shareholders Representative. The Shareholders Representative will maintain the Expense Fund separate from its corporate funds and will not voluntarily make these funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders Representative’s responsibilities and at any time promptly following a request by a Shareholder, the Shareholders Representative will deliver to the Shareholders account balance information about the Expense Fund and a reconciliation of any amounts disbursed from the Expense Fund. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of Closing.

The Shareholders Representative. Subject to this Section 11.4(a) By the approval of the Merger at a special meeting of Shareholders or by written consent of the Shareholders, BOCFeach Shareholder, LLC other than Dissenting Shareholders, will act irrevocably authorize and appoint Xxxxxx X. Xxxxxx as the “Shareholders Shareholders’ Representative” , to serve as his, her or its representative and true and lawful attorney-in-fact and agent to act in his, her or its name, place and stead with respect to all matters under this Agreement. The Shareholders Representative has the full power and authority on behalf of the Shareholders to take any and all actions and make any and all determinations in respect of this Agreement and the Transactions. Without limiting the generality of the foregoing, the Shareholders Shareholders’ Representative is shall be fully and irrevocably authorized and empowered to (a) negotiateact, executein accordance with the Escrow Agreement, and deliver all amendments, modifications, and waivers to this Agreement or any other agreement, document, or instrument contemplated by this Agreement, (b) endorse for and deliver any certificates or instruments representing any Shareholder’s Shares and execute such further instruments of assignment as Purchaser shall reasonably request and (c) take all actions on behalf of the Shareholders in connection with any claims or disputes with respect to this Agreement or the Transactions (other than any claims against a Shareholder), Dissenting Shareholders) as of the Effective Time as agent and representative for all such Shareholders (other than Dissenting Shareholders) to initiate, prosecute, defend, and/or settle take such claims action on its behalf under the provisions of this Agreement and disputes. All decisions to exercise such powers and actions perform such duties as are expressly delegated to the Shareholders’ Representative by the Shareholders Representative (to the extent authorized by terms of this Agreement) will be binding upon all the , together with such other powers as are reasonably incidental thereto. The Shareholders’ Representative shall not have any duties or responsibilities, and no Shareholder will have the right to object, dissent, protest, or otherwise contest the sameexcept those expressly set forth herein. The Shareholders shall be bound by all actions taken and documents executed by the Shareholders’ Representative is entitled to engage counsel and other advisorsin accordance with this Section 2.5. In performing the functions specified in this Agreement, and the reasonable fees and expenses of such counsel and advisors may be paid from the Expense Fund. The Shareholders Shareholders’ Representative shall not be liable to the Shareholders for any action taken in the absence of gross negligence or willful misconduct on the part of the Shareholders’ Representative. The Shareholders’ Representative shall be indemnified and held harmless by it pursuant to this Agreement, and the Shareholders shall indemnify from and hold against any loss, liability, or expense incurred without gross negligence, fraud or willful misconduct on the Shareholders part of the Shareholders’ Representative harmless from any Losses and arising out of its serving as or in connection with the Shareholders Representative acceptance or administration of his or her duties hereunder. Such indemnity shall be made, including legal fees and other expenses that the Shareholders Representative incurs in the course of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Representative, and Purchaser and the Company and its Subsidiary agree that they will not look to the underlying assets of the Shareholders Representative for the satisfaction of any obligations of the Company and its Subsidiary or the Shareholders. Any Person serving as the Shareholders Representative hereunder may resign as the Shareholders Representative upon at least ten (10) days prior written notice to the Shareholders and Purchaser. The Shareholders (by a written consent executed by a majority of the Shareholders, based on the number of voting Equity Interests owned by them immediately prior to the Closing) may remove the Shareholders Representative, and in such event shall appoint, and may remove, a replacement Person or Persons to serve as the Shareholders Representative hereunder, who will be considered a “Shareholders Representative” for all purposes of this Agreement. All rights of a Shareholders Representative to indemnification hereunder shall survive such Shareholders Representative’s death, resignation, or removal. The Shareholders shall reimbursefirst, to the extent of their Pro-Rata Percentages, the possible out of funds that otherwise are to be distributed from the Escrow Account to the Shareholders, if any, and, second, directly from the Shareholders in accordance with each Shareholders’ pro-rata ownership interest in the Company as set forth in the Merger Consideration Certificate. Any out-of-pocket fees costs and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Shareholders Shareholders’ Representative in performing all connection with actions taken by the Shareholders’ Representative pursuant to the terms of his duties and obligations under this Agreement (including the hiring of legal counsel and the incurring of reasonable legal fees and costs (“Representative Expenses”) shall be the responsibility of Shareholders. Upon final distribution of the Escrow Account, the Escrow Agent shall pay to the extent not covered through disbursement from the Expense Fund. A decisionShareholders’ Representative, act, consent or instruction out of the Shareholders Representative will constitute a decision aggregate portion of all funds in the Shareholders and will Escrow Account that otherwise are to be finaldistributed to the Shareholders, binding and conclusive upon each such Shareholderif any, and Purchaser (pursuant to this Agreement and the Company and its Subsidiary following the Closing) may conclusivelyEscrow Agreement, and without independent investigation or inquiry, rely upon any such decision, act, consent or instruction of the Shareholders unpaid Representative as being a decision, act, consent or instruction of each such Shareholder, and none of Purchaser (or the Company and its Subsidiary following the Closing) or any of its Representatives shall have any liability or obligation to any Person in respect thereof, including with respect to the Pro-Rata Percentage. The Shareholders Representative shall use reasonable efforts to keep the Shareholders reasonably informed with respect to actions of the Shareholders Representative. The Shareholders Representative will maintain the Expense Fund separate from its corporate funds and will not voluntarily make these funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders Representative’s responsibilities and at any time promptly following a request by a Shareholder, the Shareholders Representative will deliver to the Shareholders account balance information about the Expense Fund and a reconciliation of any amounts disbursed from the Expense Fund. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of ClosingExpenses.

The Shareholders Representative. Subject By voting in favor of the adoption of this Agreement, the approval of the principal terms of the Merger, and the consummation of the Merger or participating in the Merger and receiving the benefits thereof, including the right to receive the consideration payable in connection with the Merger, each Shareholder shall be deemed to, and shall have approved the designation of, and hereby designates, and irrevocably appoint Xxxxxx X. Xxxxxxxx as the Shareholders’ Representative to represent the Shareholders, their respective successors, heirs, representatives and assigns following the Closing Date as representative, agent and attorney-in-fact in all matters relating to this Section 11.4, BOCF, LLC will act Agreement and the transactions contemplated by this Agreement (and by its execution of this Agreement as the “Shareholders Shareholders’ Representative” under this Agreement, Xxxxxx X. Xxxxxxxx, hereby accepts such appointment). The Shareholders Shareholders’ Representative has the shall have full power and authority on behalf of the Shareholders to take any and all actions and make any and all determinations in respect of decisions required or permitted to be taken or made by the Shareholders under this Agreement and the Transactions. Without limiting Escrow Agreements following the generality execution of this Agreement, including the exercise of the foregoing, power to do any of the Shareholders Representative is authorized to following: (a) negotiate, execute, and deliver authorize the release or delivery to Purchaser of all amendments, modifications, and waivers to this Agreement or any other agreement, document, or instrument contemplated portion of funds from the Escrow Accounts in satisfaction of indemnification Claims by this Agreement, Purchaser; (b) endorse agree to, negotiate, enter into settlements and deliver any certificates or instruments representing any Shareholder’s Shares compromises of, and execute comply with Orders of courts with respect to, such further instruments of assignment as Purchaser shall reasonably request and indemnification Claims; (c) take all actions on behalf litigate, arbitrate, resolve, settle or compromise any Claim for indemnification made pursuant to Article 7 hereof; (d) receive and distribute payments pursuant to the Escrow Agreement; (e) waive any provision of the Shareholders in connection with any claims or disputes with respect to this Agreement or the Transactions Escrow Agreements, as the Shareholders’ Representative, in his sole discretion, which shall be final, conclusive and binding, may deem necessary or advisable; (other than any claims against a Shareholder), f) to initiate, prosecuteinvestigate, defend, and/or settle contest or litigate any Action initiated by any Person against the Shareholders’ Representative or funds from the Escrow Accounts; (g) negotiate, enter into settlements and compromises of, resolve and comply with Orders and awards of arbitrators or other third party intermediaries with respect to any disputes arising under this Agreement or the Escrow Agreements as the Shareholders’ Representative, in his sole discretion, may deem necessary or desirable; and (h) to make, execute, acknowledge and deliver all such claims other consents, contracts, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and disputesother writings, and, in general, to do any and all things and to take any and all action that the Shareholders’ Representative, in his sole discretion, may consider necessary or proper or convenient in connection with or to carry out or for the accomplishment of the activities described in this Section 2.9 and the transactions contemplated by this Agreement or by the Escrow Agreements. All decisions and actions taken by the Shareholders Shareholders’ Representative (to the extent authorized by this Agreement) will shall be binding upon each Shareholder and his or her successors, heirs, representatives and assigns as if expressly confirmed and ratified in writing by such Shareholder, and each Shareholder hereby ratifies and confirms all that the Shareholders’ Representative shall do or cause to be done in accordance with the authority granted hereby. No change or substitution of the Shareholders’ Representative shall be effective as against Purchaser or the Company, until such change or substitution of the Shareholders’ Representative has been consented to in writing by Purchaser. All actions required or permitted under this Agreement to be taken following the Closing by the Shareholders, and no Shareholder will have all notices to be taken or given following the right to objectClosing by the Shareholders, dissent, protest, or otherwise contest the same. The Shareholders Representative is entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors may be paid from taken or given by the Expense Fund. The Shareholders Representative Shareholders’ Representative, shall not be liable to effective if so taken or given by the Shareholders for any action taken by it pursuant to this Agreement, and the Shareholders shall indemnify and hold the Shareholders Representative harmless from any Losses arising out of its serving as the Shareholders Representative hereunder, including legal fees and other expenses that the Shareholders Representative incurs in the course of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Shareholders’ Representative, and Purchaser and the Company and its Subsidiary agree that they will not look shall be entitled to the underlying assets of the Shareholders Representative for the satisfaction of any obligations of the Company and its Subsidiary or the Shareholders. Any Person serving as the Shareholders Representative hereunder may resign as the Shareholders Representative upon at least ten (10) days prior written notice to the Shareholders and Purchaser. The Shareholders (by a written consent executed by a majority of the Shareholders, based on the number of voting Equity Interests owned by them immediately prior to the Closing) may remove the Shareholders Representative, and in such event shall appoint, and may remove, a replacement Person or Persons to serve as the Shareholders Representative hereunder, who will be considered a “Shareholders Representative” for all purposes of this Agreement. All rights of a Shareholders Representative to indemnification hereunder shall survive such Shareholders Representative’s death, resignation, or removal. The Shareholders shall reimburse, to the extent of their Pro-Rata Percentages, the out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Shareholders Representative in performing all of his duties and obligations under this Agreement to the extent not covered through disbursement from the Expense Fund. A decision, act, consent or instruction of the Shareholders Representative will constitute a decision of all the Shareholders and will be final, binding and conclusive upon each such Shareholder, and Purchaser (and the Company and its Subsidiary following the Closing) may conclusively, and without independent investigation or inquiry, rely upon any such decision, act, consent or instruction of the Shareholders Representative as being a decision, act, consent or instruction of each such Shareholder, and none of Purchaser (or the Company and its Subsidiary following the Closing) or any of its Representatives shall have any liability or obligation to any Person in respect thereof, including with respect to the Pro-Rata Percentage. The Shareholders Representative shall use reasonable efforts to keep the Shareholders reasonably informed with respect to actions of the Shareholders Representative. The Shareholders Representative will maintain the Expense Fund separate from its corporate funds and will not voluntarily make these funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders Representative’s responsibilities and at any time promptly following a request by a Shareholder, the Shareholders Representative will deliver to the Shareholders account balance information about the Expense Fund and a reconciliation of any amounts disbursed from the Expense Fund. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of Closingthereon.

The Shareholders Representative. Subject to this Section 11.4(a) By the approval of the Merger at a special meeting of Shareholders or by written consent of the Shareholders, BOCFeach Shareholder, LLC other than Dissenting Shareholders, will act irrevocably authorize and appoint Xxxxxx X. Xxxx as the “Shareholders Representative” , to serve as his, her or its representative and true and lawful attorney-in-fact and agent to act in his, her or its name, place and stead with respect to all matters under this Agreement. The Shareholders Representative has the full power and authority on behalf of the Shareholders to take any and all actions and make any and all determinations in respect of this Agreement and the Transactions. Without limiting the generality of the foregoing, the Shareholders Representative is shall be fully and irrevocably authorized and empowered to (a) negotiateact, execute, and deliver all amendments, modifications, and waivers to this Agreement or any other agreement, document, or instrument contemplated by in accordance with this Agreement, (b) endorse for and deliver any certificates or instruments representing any Shareholder’s Shares and execute such further instruments of assignment as Purchaser shall reasonably request and (c) take all actions on behalf of the Shareholders in connection with any claims or disputes with respect as of the Effective Time as agent and representative for all such Shareholders to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Shareholders Representative by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Shareholders Representative shall not have any duties or the Transactions (other than any claims against a Shareholder)responsibilities, to initiate, prosecute, defend, and/or settle such claims except those expressly set forth herein. The Shareholders shall be bound by all actions taken and disputes. All decisions and actions documents executed by the Shareholders Representative (to in accordance with this Section 2.5. In performing the extent authorized by functions specified in this Agreement) will be binding upon all , the Shareholders, and no Shareholder will have the right to object, dissent, protest, or otherwise contest the same. The Shareholders Representative is entitled to engage counsel and other advisors, and the reasonable fees and expenses of such counsel and advisors may be paid from the Expense Fund. The Shareholders Representative shall not be liable to the Shareholders for any action taken by it pursuant to this Agreement, and the Shareholders shall indemnify and hold the Shareholders Representative harmless from any Losses arising out of its serving as the Shareholders Representative hereunder, including legal fees and other expenses that the Shareholders Representative incurs in the course absence of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Representative, and Purchaser and the Company and its Subsidiary agree that they will not look to the underlying assets of the Shareholders Representative for the satisfaction of any obligations of the Company and its Subsidiary or the Shareholders. Any Person serving as the Shareholders Representative hereunder may resign as the Shareholders Representative upon at least ten (10) days prior written notice to the Shareholders and Purchaser. The Shareholders (by a written consent executed by a majority of the Shareholders, based on the number of voting Equity Interests owned by them immediately prior to the Closing) may remove the Shareholders Representative, and in such event shall appoint, and may remove, a replacement Person or Persons to serve as the Shareholders Representative hereunder, who will be considered a “Shareholders Representative” for all purposes of this Agreement. All rights of a Shareholders Representative to indemnification hereunder shall survive such Shareholders Representative’s death, resignation, or removal. The Shareholders shall reimburse, to the extent of their Pro-Rata Percentages, the out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Shareholders Representative in performing all of his duties and obligations under this Agreement to the extent not covered through disbursement from the Expense Fund. A decision, act, consent or instruction of the Shareholders Representative will constitute a decision of all the Shareholders and will be final, binding and conclusive upon each such Shareholder, and Purchaser (and the Company and its Subsidiary following the Closing) may conclusively, and without independent investigation or inquiry, rely upon any such decision, act, consent or instruction of the Shareholders Representative as being a decision, act, consent or instruction of each such Shareholder, and none of Purchaser (or the Company and its Subsidiary following the Closing) or any of its Representatives shall have any liability or obligation to any Person in respect thereof, including with respect to the Pro-Rata Percentage. The Shareholders Representative shall use reasonable efforts to keep the Shareholders reasonably informed with respect to actions part of the Shareholders Representative. The Shareholders Representative will maintain shall be indemnified and held harmless by the Expense Fund separate Shareholders from its corporate funds and will not voluntarily make these funds available to creditors in against any loss, liability, or expense incurred without gross negligence, fraud or willful misconduct on the event of bankruptcy. As soon as practicable following the completion part of the Shareholders Representative’s responsibilities Representative and at any time promptly following a request arising out of or in connection with the acceptance or administration of his or her duties hereunder. Such indemnity shall be made, first, to the extent possible out of funds that otherwise are to be distributed from the Escrow Fund to the Shareholders, if any, and, second, directly from the Shareholders in accordance with each Shareholders' pro-rata ownership interest in the Company as set forth in the Merger Consideration Certificate. Any out-of-pocket costs and expenses incurred by a Shareholder, the Shareholders Representative will deliver to the Shareholders account balance information about the Expense Fund and a reconciliation of any amounts disbursed from the Expense Fund. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside in connection with actions taken by the Shareholders at Representative pursuant to the time terms of Closingthis Agreement (including the hiring of legal counsel and the incurring of reasonable legal fees and costs ("Representative Expenses") shall be the responsibility of Shareholders.

The Shareholders Representative. Subject (a) The Shareholders hereby authorize, direct and appoint Xxxxx Xxxxxxxx to this Section 11.4, BOCF, LLC will act as sole and exclusive agent, attorney-in-fact and representative of the “Shareholders Representative” Shareholders, with full power of substitution with respect to all matters under this Agreement, including, without limitation, determining, giving and receiving notices and processes hereunder, receiving distributions of the Paid Amount to or for the benefit of the Shareholders, contesting and settling any and all claims for indemnification pursuant to Articles XI and XII, resolving any other disputes hereunder, performing the duties expressly assigned to the Shareholders' Representative hereunder and to engage and employ agents and representatives and to incur such other expenses as the Shareholders' Representative shall reasonably deem necessary or prudent in connection with the foregoing. The Shareholders Shareholders' Representative has shall have the full power sole and authority exclusive right on behalf of the Shareholders any Shareholder to take any and all actions and make action or provide any and all determinations in respect of this Agreement and the Transactions. Without limiting the generality of the foregoing, the Shareholders Representative is authorized to (a) negotiate, execute, and deliver all amendments, modifications, and waivers to this Agreement or any other agreement, documentwaiver, or instrument contemplated by this Agreement, (b) endorse and deliver receive any certificates or instruments representing any Shareholder’s Shares and execute such further instruments of assignment as Purchaser shall reasonably request and (c) take all actions on behalf of the Shareholders in connection with any claims or disputes notice with respect to this Agreement or the Transactions (other than any claims against a Shareholder)for indemnification under Articles XI and XII and to settle any claim or controversy arising with respect thereto. Any such actions taken, to initiateexercises of rights, prosecutepower or authority, defend, and/or settle such claims and disputes. All decisions and actions any decision or determination made by the Shareholders Shareholders' Representative (to the extent authorized by this Agreement) will consistent herewith, shall be absolutely and irrevocably binding upon all the Shareholderson each Shareholder as if such Shareholder personally had taken such action, exercised such rights, power or authority or made such decision or determination in such Shareholder's individual capacity, and no Shareholder will shall have the right to object, dissent, protest, protest or otherwise contest the same. The Any action required to be taken by the Shareholders hereunder or any action which the Shareholders, at their election, have the right to take hereunder, shall be taken only by the Shareholders' Representative is and no Shareholder acting on its own shall be entitled to engage counsel take any such action. All deliveries and other advisors, payments to be made by Parent or Buyer to any Shareholder hereunder shall be made exclusively to the Shareholders' Representative on behalf of the Shareholders and any delivery or payment so made to the reasonable fees Shareholders' Representative shall constitute full performance of the obligations hereunder of Parent or Buyer to the Shareholders. Parent and expenses of such counsel and advisors may be paid from the Expense Fund. The Shareholders Representative Buyer shall not be liable to the Shareholders for any action taken by it pursuant to this Agreement, allocation of particular deliveries and the Shareholders shall indemnify and hold the Shareholders Representative harmless from any Losses arising out of its serving as the Shareholders Representative hereunder, including legal fees and other expenses that the Shareholders Representative incurs in the course of its services, except in each case if and to the extent the Shareholders Representative has engaged in bad faith or willful misconduct as finally determined by a court of competent jurisdiction. The Shareholders Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable for any of the obligations of the Shareholders hereunder solely on account of serving as the Shareholders Representative, and Purchaser and the Company and its Subsidiary agree that they will not look to the underlying assets of the Shareholders Representative for the satisfaction of any obligations of the Company and its Subsidiary or payments among the Shareholders. Any Person serving as the Shareholders Representative hereunder may resign as the Shareholders Representative upon at least ten (10) days prior written notice to the Shareholders and Purchaser. The Shareholders (by a written consent executed by a majority of the Shareholders, based on the number of voting Equity Interests owned by them immediately prior to the Closing) may remove the Shareholders Representative, and in such event shall appoint, and may remove, a replacement Person or Persons to serve as the Shareholders Representative hereunder, who will be considered a “Shareholders Representative” for all purposes of this Agreement. All rights of a Shareholders Representative to indemnification hereunder shall survive such Shareholders Representative’s death, resignation, or removal. The Shareholders shall reimburse, to the extent of their Pro-Rata Percentages, the out of pocket fees and expenses (including legal, accounting and other advisors’ fees and expenses, if applicable) incurred by the Shareholders Representative in performing all of his duties and obligations under this Agreement to the extent not covered through disbursement from the Expense Fund. A decision, act, consent or instruction of the Shareholders Representative will constitute a decision of all the Shareholders and will be final, binding and conclusive upon each such Shareholder, and Purchaser (and the Company and its Subsidiary following the Closing) may conclusively, and without independent investigation or inquiry, rely upon any such decision, act, consent or instruction of the Shareholders Representative as being a decision, act, consent or instruction of each such Shareholder, and none of Purchaser (or the Company and its Subsidiary following the Closing) or any of its Representatives shall have any liability or obligation to any Person in respect thereof, including with respect to the Pro-Rata Percentage. The Shareholders Representative shall use reasonable efforts to keep the Shareholders reasonably informed with respect to actions of the Shareholders Representative. The Shareholders Representative will maintain the Expense Fund separate from its corporate funds and will not voluntarily make these funds available to creditors in the event of bankruptcy. As soon as practicable following the completion of the Shareholders Representative’s responsibilities and at any time promptly following a request by a Shareholder, the Shareholders Representative will deliver to the Shareholders account balance information about the Expense Fund and a reconciliation of any amounts disbursed from the Expense Fund. For Tax purposes, the Expense Fund will be treated as having been received and voluntarily set aside by the Shareholders at the time of Closing.