Common use of Seller’s Agent Clause in Contracts

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties.

Seller’s Agent. (a) As soon The Sellers, pursuant to this Agreement, hereby appoint Mxxxxxx Xxxxxxx as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless Sellers holding the Sellers Agent shall have no power or authority right to take any receive a majority of the foregoing actions for or on behalf Purchase Price (“Sellers Majority”) agree to such removal and to the identity of any Seller the substituted Sellers’ Agent. Any vacancy in respect the position of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid or otherwise satisfied other than filled by the delivery approval of Escrow Shares to the applicable Parent Indemnified Partiesa Sellers Majority. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by during the Parent Indemnified Parties to be satisfied solely by term of the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement.

Seller’s Agent. (a) As soon The Sellers, pursuant to this Agreement, hereby appoint Xxxxxxx Xxxxxxx as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to the Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless Sellers holding the Sellers Agent shall have no power or authority right to take any receive a majority of the foregoing actions for or on behalf Purchase Price (“Sellers Majority”) agree to such removal and to the identity of any Seller the substituted Sellers’ Agent. Any vacancy in respect the position of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid or otherwise satisfied other than filled by the delivery approval of Escrow Shares to the applicable Parent Indemnified Partiesa Sellers Majority. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by during the Parent Indemnified Parties to be satisfied solely by term of the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement.

Seller’s Agent. Each Seller hereby authorizes and appoints the Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Datereceiving or giving all notices, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesinstructions, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4other communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties consents or agreements that will or may be paid necessary, required or otherwise satisfied solely by given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the delivery of Escrow Sharesright to assert, against the Buyer, or (ii) any claims which the Buyer may assert, or have the right to assert, against any Seller. The Sellers' Agent hereby accepts such authorization and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; providedappointment, however, provided that notwithstanding the foregoing, the Sellers Sellers' Agent shall have no power duty or authority liability whatsoever to take the Buyer or DCC in his capacity as Sellers' Agent. In addition, the Sellers agree that the Sellers' Agent shall have no personal liability to the Sellers for any action taken hereunder or for any omission to act where such action or omission is not the result of gross negligence or willful misconduct on the part of the Sellers' Agent. Upon the receipt of written evidence satisfactory to the Buyer to the effect that the Sellers' Agent has been substituted as agent of the Sellers by reason of his death, disability or resignation, the Buyer shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Sellers' Agent with respect to the matters covered by this SECTION 11.16. No Seller shall act with respect to any of the foregoing actions for or on behalf matters which are the subject of any Seller this Agreement except through the Sellers' Agent. The Sellers acknowledge and agree that the Buyer may deal exclusively with the Sellers' Agent in respect of any indemnification claims by such matters, that the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery enforceability of Escrow Shares this SECTION 11.16 is material to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers AgentBuyer, and that the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from Buyer has relied upon the Sellers Agent shall constitute notice to or from each enforceability of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesthis SECTION 11.16 in entering into this Agreement.

Seller’s Agent. (a) As soon as practicable following the date By virtue of the adoption of this Agreement but no later than five and the approval of the First Merger by Sellers, each Seller hereby agrees to irrevocably appoint Xxxxxx Xxxxxxxxxx as his or her agent for purposes of (5i) business days prior the surrender of Certificates pursuant to Section 2.04 and the receipt of certificates and documents at the Closing, (ii) the determination of Final Working Capital pursuant to Section 2.06, (iii) the determination and receipt of certificates and documents related to any adjustment to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications Merger Consideration pursuant to Section 2.07, (iv) the terms resolution of any disputes for which Parent may seek indemnification pursuant to Article 9 or Article 12, (v) the enforcement of any rights Sellers may have against Parent or the Surviving Entity and the resolution of any disputes, in each case, under this ARTICLE XII solely with respect to indemnification claims by Agreement or the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofAncillary Documents, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take (vi) taking all actions necessary or appropriate in the reasonable judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding . Xxxxxx Xxxxxxxxxx hereby accepts his appointment as the foregoing, Sellers’ Agent. Parent shall be entitled to deal exclusively with the Sellers Sellers’ Agent on all matters relating to clauses (i) through (vi) of this Section and Parent and the Escrow Agent (as defined herein) shall have no power be entitled to rely conclusively on any document executed or authority purported to take any of the foregoing actions for or be executed on behalf of any Seller in respect by the Sellers’ Agent, and on any other action taken or purported to be taken on behalf of any indemnification claims Seller by the Parent Indemnified Parties Sellers’ Agent, as fully binding upon such Seller, and Sellers hereby agree that will any decision, act, consent or may instruction of the Sellers’ Agent with respect to the matters relating to clauses (i) through (vi) of this Section shall constitute a decision of all Sellers and shall be paid final, binding and conclusive upon each and every Seller. If the Sellers’ Agent shall die, become disabled or otherwise satisfied other than by be unable to fulfill his responsibilities as agent of the delivery Sellers, then the Sellers shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of Escrow Shares the identity of such successor. Any such successor shall become the “Sellers’ Agent” for purposes of this Agreement. If for any reason there is no Sellers’ Agent at any time, all references herein to the applicable Parent Indemnified PartiesSellers’ Agent shall be deemed to refer to Sellers. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall receive no compensation for services renderedhis services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf Each of the Sellers hereby irrevocably appoints Xxxxx Xxxx Brook (herein called the "Sellers' Agent"), or any successor Sellers' Agent appointed in accordance with the exclusive authority this Section 16.1 as his, her or its agent and attorney-in-fact to give and receive notices and communications pursuant take any action required or permitted to be taken by such Seller under the terms of this ARTICLE XII solely with respect to indemnification claims by Agreement, including, without limiting the Parent Indemnified Parties to be satisfied solely by the delivery generality of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power payment of expenses relating to the transactions contemplated by the Agreement, and the right to waive, modify or authority to take amend any of the foregoing terms of this Agreement in any respect, whether or not material, and agrees to be bound by any and all actions for taken by the Sellers' Agent on his or its behalf. In the event of the death or incapacity of Sellers' Agent, such person shall be replaced by Miles X. Xxxxxxx (automatically and without any action by any Seller) who shall continue in that capacity. If at any time, neither of the persons named above is serving as Sellers' Agent, then Sellers' Agent shall be such person as may be named as such in a notice to Purchaser, executed by Sellers holding (or, if such time is after Closing, formerly holding) more than 50% of all shares of Stock listed on Annex 2. The Sellers agree jointly and severally to indemnify the Sellers' Agent from and against and in respect of any and all liabilities, damages, claims, costs, and expenses, including, but not limited to attorneys' fees, arising out of or due to any action as the Sellers' Agent and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the extent that the same result from bad faith or gross negligence on the part of the Sellers' Agent. Purchaser shall be entitled to rely exclusively upon any communications given by the Sellers' Agent on behalf of any Seller Seller, and shall not be liable for any action taken or not taken in respect of reliance upon any indemnification claims by such communications from the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers' Agent. No bond Purchaser shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices entitled to disregard any notices or communications to given or from made by Sellers unless given or made through the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers' Agent.

Seller’s Agent. (a) As soon Skyview Capital is hereby appointed by the Sellers as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing DateSellers’ Agent, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as the agent for and on behalf attorney-in-fact of the Sellers with the exclusive authority to to: (i) give and receive notices and communications pursuant to or from Acquiror (on behalf of itself or any other Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the terms extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by a Seller individually); (ii) authorize the Escrow Agent to effect the forfeiture of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties all or any portion of the Escrow Shares Consideration or to recover directly from Sellers in satisfaction of claims for indemnification claims (on behalf of itself or any other Indemnified Person), including by the Parent Indemnified Parties as contemplated by Section 12.4, not objecting to such claims; (iii) object to such deliveriesany claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers, pursuant to Section 7.7(b); (iv) consent or agree to (including by not objecting to), negotiate, enter into settlements and compromises of, demand arbitration of and take legal actions represent the interests of the Sellers in the arbitration of any dispute relating to, and comply with orders of courts and awards of or arbitrators with respect to, any claims for indemnification under this Article VII, whether against the Escrow Consideration or directly against Sellers; (v) subject to indemnification claims the terms and conditions hereof, consent or agree to any amendment to, or waiver of any provision of, this Agreement on behalf of the Sellers’ Agent and/or the Sellers; (vi) act as proxy and attorney in fact with respect to the voting of the Indemnity Escrow Shares beneficially held by the Parent Indemnified Parties Sellers that will have not been released to the Sellers, pursuant to Sections 7.6(c) and 7.6(d), on all matters submitted to the Acquiror’s stockholders subsequent to the date hereof with respect to which the holders of the capital stock of the Acquiror are entitled to vote or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, take action; and to (vii) take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding in each case without having to seek or obtain the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf consent of any Seller in respect of Person under any indemnification claims by circumstance. The Person serving as the Parent Indemnified Parties that will or Sellers’ Agent may be paid or otherwise satisfied other than replaced from time to time by the delivery a Majority in Interest of Escrow Shares to the applicable Parent Indemnified PartiesSellers. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieshis services.

Seller’s Agent. (ai) As soon The Sellers, pursuant to this Agreement, hereby appoint Xxxxxx Xxxxxxxx as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless all of the Sellers Agent shall have no power or authority agree to take any such removal and to the identity of the foregoing actions for or on behalf substituted Sellers’ Agent. Any vacancy in the position of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid filled by approval by those Sellers who hold or otherwise satisfied other than by held a majority of the delivery of Escrow Shares Target Equity prior to the applicable Parent Indemnified PartiesClosing. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by during the Parent Indemnified Parties to be satisfied solely by term of the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement.

Seller’s Agent. (ai) As soon The Sellers, pursuant to this Agreement, hereby appoint Oxxxxx Xxxxxxxx as practicable following the date Sellers’ Agent, who shall be the Sellers’ representative and attorney-in-fact for each Seller. The Sellers’ Agent shall have the authority to act for and on behalf of each of the Agreement but no later than five (5) business days prior Sellers, including without limitation, to the Closing Dateamend this Agreement, the Company shall appoint an agent reasonably acceptable to Sellers give and Parent (the “Sellers Agent”) receive notices and communications, waivers and consents under this Agreement, to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesany matters arising under this Agreement, to authorize delivery to the Parent Indemnified Parties Buyer of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4cash and other property, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to indemnification such suits, claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Sharesproceedings, and to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing. In addition to and in furtherance of the foregoing, the Sellers’ Agent shall have the right to (i) employ accountants, attorneys and other professionals on behalf of the Sellers, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Sellers’ Agent hereunder, and (B) the interests of the Sellers under this Agreement. The Sellers’ Agent shall for all purposes be deemed the sole authorized agent of the Sellers until such time as the agency is terminated with notice to Buyer. Such agency may be changed by the Sellers from time to time upon not less than thirty (30) days prior written notice to the Buyer; provided, however, that notwithstanding the foregoing, Sellers’ Agent may not be removed unless all of the Sellers Agent shall have no power or authority agree to take any such removal and to the identity of the foregoing actions for or on behalf substituted Sellers’ Agent. Any vacancy in the position of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Sellers’ Agent may be paid filled by approval by those Sellers who hold or otherwise satisfied other than by held a majority of the delivery of Escrow Shares Target Equity prior to the applicable Parent Indemnified PartiesClosing. No bond shall be required of the Sellers Sellers’ Agent, and the Sellers Sellers’ Agent shall not receive no compensation for services renderedits services. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by during the Parent Indemnified Parties to be satisfied solely by term of the delivery of Escrow Shares to the applicable Parent Indemnified PartiesAgreement.

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers The Sellers’ Agent is hereby constituted and Parent (the “Sellers Agent”) to act appointed as agent and attorney-in-fact for and on behalf of the Sellers with and shall have full power and authority to do the exclusive authority following: (i) to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, Offset Right; (ii) to authorize delivery to recovery by Buyer through the Parent Indemnified Parties of the Escrow Shares Offset Right in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, this Agreement; (iii) to object to such deliveries, recovery; (iv) to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators a court with respect to, claims by Buyer with respect to indemnification claims by the Parent Indemnified Parties that will Offset Right or may be paid the Earn-Out Shares; (v) to waive, settle or otherwise satisfied solely by compromise any and all rights of Sellers with respect to the delivery (or non-delivery) of Escrow any [*] = Confidential Treatment Requested. Certain confidential information contained in this document, marked by brackets, has been redacted and separately filed with the Securities and Exchange Commission. portion of the One Year Shares or the Earn-Out Shares, and ; (vi) to participate in any procedures or proceedings as contemplated in this Agreement; (vii) to take all actions necessary or appropriate in the judgment of the Sellers Sellers’ Agent for the accomplishment of any of the foregoing; provided, however, that notwithstanding (viii) to take all actions necessary or appropriate in the judgment of the Sellers’ Agent to perform any other matters for which the Sellers’ Agent is provided authority in this Agreement; and (ix) to receive any portion of the One Year Shares or the Earn-Out Shares otherwise then eligible to be distributed to the Sellers and to use any portion thereof for purposes of paying the costs associated with any of the foregoing, it being the understanding and agreement of the parties that the expenses of the Sellers’ Agent and any expenses of the Sellers associated with any procedures or proceedings conducted by the Sellers’ Agent shall have no power or authority to take any of the foregoing actions for or collectively on behalf of any Seller in respect of any indemnification claims the Sellers pursuant to this Agreement shall be borne by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers.

Seller’s Agent. Each Seller hereby authorizes and appoints -------------- Sellers' Agent as its, his or her exclusive agent and attorney- in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Datereceiving or giving all notices, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesinstructions, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4other communications, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties consents or agreements that will or may be paid necessary, required or otherwise satisfied solely by given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller or Escrow Agent may assert, or have the delivery of right to assert, against Buyer or Escrow SharesAgent, or (ii) any claims which Buyer or Escrow Agent may assert, or have the right to assert, against any Seller or Escrow Agent. Sellers' Agent hereby accepts such authorization and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; providedappointment, however, provided that notwithstanding the foregoing, the Sellers Sellers' Agent shall have no power duty or authority liability whatsoever to take Buyer in his capacity at Sellers' Agent. Upon the receipt of written evidence satisfactory to Buyer to the effect that Sellers' Agent has been substituted as agent of Sellers by reason of his death, disability or resignation, Buyer shall be entitled to rely on such substituted agent to the same extent as it was theretofore entitled to rely upon Sellers' Agent with respect to the matters covered by this Section 20. No Seller shall act with respect to any of the foregoing actions for or on behalf matters which are the subject of any Seller this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of any indemnification claims by such matters, that the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery enforceability of Escrow Shares this Section 20 is material to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers AgentBuyer, and that Buyer has relied upon the enforceability of this Section 20 in entering into this Agreement. In the event Sellers' Agent declines to represent Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims any matter delegated to Sellers' Agent under this Agreement, Sellers agree that the affirmative written determination those Sellers holding more than 50 percent of the interests held by all Sellers as set forth on Schedule 3.3 of the Purchase Agreement ------------ will constitute the action of all Sellers, and each Seller agrees that in such event it will be bound by the Parent Indemnified Parties determination of such majority of Sellers and will not seek to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieschallenge any such determination in any forum.

Seller’s Agent. Each Seller hereby -------------- authorizes and appoints Sellers' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of each of them with respect to all matters which are the subject of this Agreement, including, without limitation, (a) As soon as practicable following receiving or giving all notices, instructions, other communications, consents or agreements that may be necessary, required or given hereunder and (b) asserting, settling, compromising, or defending, or determining not to assert, settle, compromise or defend, (i) any claims which any Seller may assert, or have the date right to assert, against Buyer, or (ii) any claims which Buyer may assert, or have the right to assert, against any Seller. Sellers' Agent hereby accepts such authorization and appointment. Upon the receipt of the Agreement but no later than five (5) business days prior written evidence satisfactory to Buyer to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act effect that Sellers' Agent has been substituted as agent for and of Sellers by reason of his death, disability or resignation, Buyer shall be entitled to rely on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant such substituted agent to the terms of this ARTICLE XII solely same extent as it was theretofore entitled to rely upon Sellers' Agent with respect to indemnification claims the matters covered by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by this Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators 10.15. No Seller shall act with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf matters which are the subject of any Seller this Agreement except through Sellers' Agent. Sellers acknowledge and agree that Buyer may deal exclusively with Sellers' Agent in respect of any indemnification claims by such matters, that the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery enforceability of Escrow Shares this Section 10.15 is material to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers AgentBuyer, and that Buyer has relied upon the enforceability of this Section 10.15 in entering into this Agreement. In the event Sellers' Agent declines to represent Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims any matter delegated to Sellers' Agent under this Agreement, Sellers agree that the affirmative written determination of those Sellers holding more than 50 percent of the number of Interests held by all of Sellers, as set forth on SCHEDULE 3.3, will constitute the action of all of Sellers, and ------------ each Seller agrees that in such event it will be bound by the Parent Indemnified Parties determination of such majority of Sellers and will not seek to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partieschallenge any such determination in any forum. [SIGNATURE PAGE FOLLOWS.]

Seller’s Agent. (a) As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing DateXxxxxx Xxxxxxxxx is hereby appointed, the Company shall appoint an agent reasonably acceptable to Sellers authorized and Parent (the “Sellers Agent”) empowered to act as the representative of the Sellers hereunder, with full power of substitution, to the extent and in the manner set forth in this Agreement, and Sellers’ Agent, by his signature below, agrees to serve in such capacity. Each Seller hereby designates the Sellers’ Agent as the representative of the Seller for purposes of this Agreement, and approval of this Agreement by such persons shall constitute ratification and approval of such designation on the terms set forth herein. Such designation and appointment is irrevocable by action of any Seller. All decisions, actions, consents and instructions by the Sellers’ Agent with respect to this Agreement shall be binding upon all of the Sellers with respect to their interests as Sellers. Buyer shall be entitled to rely on any decision, action, consent or instruction of the Sellers’ Agent as being the decision, action, consent or instruction of the Sellers, and Buyer is hereby relieved from any liability to any Person for acts done by them in accordance with any such decision, act, consent or instruction. By way of amplification and not limitation, as Sellers’ Agent, the Sellers’ Agent shall be authorized and empowered, as agent for of and on behalf of the all Sellers (only with the exclusive authority respect to their interests as Sellers), to give and receive notices and communications pursuant as provided herein, to administer the terms provisions of this ARTICLE XII solely with respect to indemnification claims by Agreement (including the Parent Indemnified Parties to be satisfied solely by the delivery provisions of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4Article IX), to object (or refrain from objecting) to such deliveriesany claims, to agree to, negotiate, enter into settlements and compromises of, and take legal actions demand arbitration and comply with orders of courts and awards of arbitrators with respect to, such claims or Losses, to indemnification waive after the Closing any breach or default of Buyer of any obligation to be performed by it under this Agreement, to receive service of process on behalf of each Seller in connection with any claims by against such Seller arising under or in connection with this Agreement, any document or instrument provided for hereby or any of the Parent Indemnified Parties that will transactions contemplated hereby or may be paid under any Transaction Document, to engage attorneys, accountants, agents or otherwise satisfied solely by consultants in connection with the delivery performance of Escrow Sharesany of its duties, obligations or rights, and pay any fees related thereto, and to take all other actions necessary that are either (i) necessary, appropriate or appropriate desirable in the judgment of the Sellers Sellers’ Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power foregoing or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims (ii) specifically mandated by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery terms of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services renderedthis Agreement. Notices or communications to or from the Sellers Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers, other than Buyer.

Seller’s Agent. Xxxxxxx X. Xxxxx (a"Xxxxxxx") As soon as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent -------------- ("Sellers' Agent") for and on behalf of the Sellers for purposes of this Agreement and shall act and perform such duties in accordance with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely Agreement. Sellers' Agent shall have the exclusive right and power to represent, act on behalf of, waive or modify and negotiate settlements of all matters on behalf of Sellers which may arise before or after the Closing Date in connection with respect the transactions contemplated by this Agreement. Sellers shall be bound by any such settlements, representations, actions, waivers or modifications, or other matters agreed to indemnification claims by the Parent Indemnified Parties Sellers' Agent. Delivery or disclosure to Sellers' Agent of any documents, reports, information, notices or communications permitted or required to be satisfied solely furnished to Shareholders pursuant to this Agreement shall be deemed for all purposes of this Agreement to have been, or to be furnished to all of Shareholders by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to Sellers' Agent. Buyer shall have no obligation to question the Parent Indemnified Parties authority of Sellers' Agent and shall have no liability to any Shareholders or Sellers' Agent for any action taken in good faith in reliance on or in accordance with written instructions from Sellers' Agent. In the event the original Sellers' Agent named herein shall resign, die, or be unable to act or continue to act or refuse to act as Sellers' Agent, Xxxx X. Xxxxx, XX shall serve as Sellers' Agent. The successor Sellers' Agent shall have all of the Escrow Shares in satisfaction of indemnification claims by rights and powers as the Parent Indemnified Parties as contemplated by Section 12.4, Sellers' Agent herein conferred upon the original Sellers' Agent. It is specifically agreed that Buyer shall only be required to object to such deliveries, to agree to, negotiate, enter into settlements deal with Sellers' Agent and compromises of, and take legal actions and comply not with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment any of the Sellers Agent for Shareholders individually. Specifically, but without limiting the accomplishment generality of the foregoing; provided, howeverBuyer shall not be required to furnish any reports or information to, give any notices to, or obtain any consents from, any Shareholders. In addition, except to the extent that notwithstanding the foregoingSellers' Agent is prevented or prohibited from doing so and except as otherwise provided herein, the Sellers only Sellers' Agent shall have no the right or power or authority to take exercise any of the foregoing actions rights or remedies provided for herein or on behalf in any of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or Ancillary Agreements which may be paid exercised or otherwise satisfied other than undertaken by the delivery of Escrow Shares Shareholders. Accordingly, no Shareholders shall be entitled to exercise any rights or remedies unless and to the applicable Parent Indemnified Partiesextent that Sellers' Agent is prevented or prohibited from doing so. No bond Buyer may rely and shall be required of the Sellers protected in acting or refraining from acting upon any certificate, statement, notice, request, direction or consent received by Buyer from Sellers' Agent, and the Sellers Agent Buyer shall receive have no compensation for services rendered. Notices duty or communications obligation to determine whether any Member or other person has consented to any such communication to Buyer from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers' Agent.

Seller’s Agent. (a) As soon Without any further act of any Seller, Xxxxx X. XxXxxx or any successor to such individual appointed pursuant to this Section is hereby irrevocably appointed as practicable following agent and true and lawful attorney-in-fact for each Seller with full power of substitution or resubstitution, solely for the date purposes set forth herein, such appointment being coupled with an interest and irrevocable. Sellers Agent will act as the representative of the Agreement but no later than five (5) business days prior to the Closing Dateeach Seller, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) is authorized to act as agent for and on behalf of each Seller under this Agreement, the Escrow Agreement or any other Ancillary Document or in connection with any transaction contemplated herein or therein, and receipt of any notice or service of process in connection with any claim under this Agreement (all of which will be deemed delivered or served upon all of the Sellers with upon delivery to Sellers Agent). Each Seller will be bound by all actions taken by the exclusive authority Sellers Agent in his capacity thereof. Sellers Agent will, in a reasonably prompt manner, provide written notice to give and receive notices and communications each Seller of any action taken by Sellers Agent pursuant to the terms of authority delegated to Sellers Agent under this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties Section. Sellers Agent will at all times act in his capacity as Sellers Agent in a manner that Sellers Agent believes to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment best interest of the Sellers taken as a whole. Neither Sellers Agent nor any of his agents or employees will be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the accomplishment case of his bad faith or willful misconduct. Sellers Agent may consult with legal counsel, independent public accountants and other experts selected by him and will not be liable for any action taken or omitted to be taken in good faith by Sellers Agent in accordance with the advice of such counsel, accountants or experts. As to any matters not expressly provided for in this Agreement, Sellers Agent will not be required to exercise any discretion or take any action. Each Seller severally will indemnify and hold harmless and reimburse Sellers Agent from and against such Seller’s Pro Rata Share of any and all Liabilities, losses, damages, claims, costs, or expenses suffered or incurred by Sellers Agent arising out of, relating to or resulting from any action taken or omitted to be taken by Sellers Agent under this Agreement, other than such Liabilities, losses, damages, claims, costs or expenses arising out of, relating to or resulting from Sellers Agent’s bad faith or willful misconduct. In all matters relating to this Section, Sellers Agent will be the only party entitled to assert the rights of the foregoing; providedSellers. Notwithstanding the following sentence, howeverBuyer and the Escrow Agent will be entitled to rely on all statements, that notwithstanding actions, representations and decisions of Sellers Agent as being the foregoing, binding acts of all the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of them, notwithstanding any communication from any Seller in respect of any indemnification claims by to the Parent Indemnified Parties that will or may be paid or otherwise satisfied contrary (other than by the delivery communication regarding termination or replacement of Escrow Shares Sellers Agent pursuant to the applicable Parent Indemnified PartiesEscrow Agreement and this Section). No bond shall By executing and delivering this Agreement, each Seller confirms and ratifies all that Sellers Agent will do or cause to be required of the done in good faith as Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties.

Seller’s Agent. (a) As soon Sellers’ Agent is hereby appointed as practicable following the date of the Agreement but no later than five (5) business days prior to the Closing Dateagent, the Company shall appoint an agent reasonably acceptable to Sellers proxy, and Parent (the “Sellers Agent”) to act as agent for attorney-in-fact for, and on behalf of of, each Seller with regard to all purposes under this Agreement, including the Sellers with Related Instruments, such that Sellers’ Agent shall have the exclusive full power and authority to consummate the Transaction on behalf of Sellers, perform all post-Closing matters related thereto, and do any and all things, and take any and all actions, that Sellers’ Agent, in Sellers’ Agent’s sole discretion, may consider necessary, proper, or convenient in connection with, or to carry out, the Transaction. Without limiting the foregoing sentence, Sellers’ Agent is fully empowered and authorized to: (i) receive and disburse all payments, (ii) give and receive notices and other communications pursuant to the terms on behalf of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesall Sellers, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to and (iii) agree to, negotiate, enter into settlements settlements, compromises, and compromises any other resolutions of, demand arbitration of, and take legal actions and comply with court orders of courts and arbitration awards of arbitrators with respect to indemnification and other claims by or against any Seller. Sellers agree that the Parent Indemnified Parties that will appointment of Sellers’ Agent is coupled with an interest and shall be irrevocable, except to the extent, if any, provided otherwise by any applicable Law. Any decision, act, consent, waiver, or may instruction of Sellers’ Agent relating to this Agreement, including the Related Instruments, or any matter arising thereunder or related thereto shall constitute a decision of all of the Sellers, jointly and severally, shall be paid or otherwise satisfied solely by the delivery of Escrow Sharesfinal, binding, and to take all actions necessary conclusive upon each of them, and shall survive the death, incapacity, bankruptcy, dissolution, or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf liquidation of any Seller or the Sellers’ Agent. Buyer and the other Indemnitees may rely upon any such decision, act, consent, waiver, or instruction of Sellers’ Agent as being the decision, consent, waiver, or instruction of each and every Seller. Buyer and the other Indemnitees are hereby relieved from all liability to any Person for any acts done by them in respect accordance with any such decision, consent, waiver, or instruction of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesSellers’ Agent. No bond shall be required of the Sellers Agentshall, jointly and severally, indemnify, defend, and the Sellers hold Sellers’ Agent shall receive no compensation for services rendered. Notices or communications to or harmless from the Sellers any and all actions taken by Sellers’ Agent shall constitute notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesin good faith.

Seller’s Agent. (a) As soon as practicable following EACH SELLER HEREBY IRREVOCABLY APPOINTS EACH SELLERS’ AGENT AS HIS/HER/ITS AGENT AND ATTORNEY-IN-FACT with full power and authority to act, either singly or together with the date of other Sellers’ Agent, for, in the Agreement but no later than five (5) business days prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for name and on behalf of such Seller in connection with all matters related to this Agreement, the Sellers other Seller Transaction Document and/or any of the Transactions, and in furtherance (and not limitation) of the foregoing, each Seller hereby grants to each Sellers' Agent (acting singly or together with the exclusive authority other Sellers’ Agent) the full power and authority: (i) to execute and deliver all Seller Transaction Documents (other than this Agreement) in the name and on behalf of such Seller; (ii) to execute and deliver any and all supplements, modifications or amendments of, or waivers with respect to, this Agreement and all other Seller Transaction Documents (if any) in the name and on behalf of such Seller; (iii) to take all actions contemplated to be taken by such Seller or Sellers' Agent under this Agreement or any other Seller Transaction Document in connection with the Closing; (iv) to give receipts for Purchaser’s payments and deliveries contemplated by this Agreement; (v) to give and receive all notices and other communications pursuant relating to this Agreement or any other Seller Transaction Document; and (vi) to execute and deliver such other and further agreements, documents, instruments and certificates that the terms Sellers' Agents (or either of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties them) may determine to be satisfied solely by necessary, advisable, convenient or proper in connection with the delivery of Escrow Shares to the applicable Parent Indemnified PartiesTransactions and/or Closing, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute without notice to or from each of Sellers and with the same effect as if such Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Partiesthey had himself/herself/itself taken such action.

Seller’s Agent. (a) As soon Each Seller hereby irrevocably appoints Xxxxxx X. Xxxxx as practicable following the date sole representative (the “Sellers’ Agent”) of such Seller to act as the agent on behalf of such Seller for all purposes under this Agreement, including for the purposes of: (i) acceptance of the pro rata portions of the Purchase Price payable to the Sellers and any other amounts payable to each Seller under this Agreement but no later than or any Transaction Document and delivery of wire instructions to Buyer in connection therewith; (ii) determining whether the conditions to closing have been satisfied and supervising the Closing, including waiving any such condition if Sellers’ Agent, in his sole discretion, determines that such waiver is appropriate; (iii) taking any action that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the termination of this Agreement and the other Transaction Documents; (iv) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with any amendment of this Agreement or any waiver of any of the provisions of this Agreement; (v) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the consummation of the transactions contemplated by this Agreement and the other Transaction Documents; (vi) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with indemnification under Article V; (vii) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with enforcement or termination of the Prior Agreements; (viii) accepting notices on behalf of each Seller; (ix) taking any and all actions that may be necessary or desirable, as determined by Sellers’ Agent in his sole discretion, in connection with the payment of the costs and expenses of the Sellers incurred hereunder; (x) delivering or causing to be delivered to Buyer at the Closing certificates representing the Subject Shares to be sold by such Seller hereunder; (xi) executing and delivering, in Sellers’ Agent’s capacity as the representative of such Seller, any and all notices, documents or certificates to be executed by Sellers’ Agent, on behalf of such Seller, in connection with this Agreement and the transactions contemplated hereby; (xii) granting any consent or approval on behalf of such Seller under this Agreement; and (xiii) taking any and all actions that may be necessary or desirable, as determined by the Sellers’ Agent in his sole discretion in connection with, and dealing with any other issues relating to, this Agreement or any Transaction Document. As the representative of Sellers, Sellers’ Agent shall act as the agent for all such Persons, shall have authority to bind each such Person in accordance with this Agreement, and Buyer may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon five (5) business days days’ prior to the Closing Date, the Company shall appoint an agent reasonably acceptable to Sellers and Parent (the “Sellers Agent”) to act as agent for and on behalf of the Sellers with the exclusive authority to give and receive notices and communications pursuant to the terms of this ARTICLE XII solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified Parties, to authorize delivery to the Parent Indemnified Parties of the Escrow Shares in satisfaction of indemnification claims by the Parent Indemnified Parties as contemplated by Section 12.4, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and take legal actions and comply with orders of courts and awards of arbitrators with respect to indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied solely by the delivery of Escrow Shares, and to take all actions necessary or appropriate in the judgment of the Sellers Agent for the accomplishment of the foregoing; provided, however, that notwithstanding the foregoing, the Sellers Agent shall have no power or authority to take any of the foregoing actions for or on behalf of any Seller in respect of any indemnification claims by the Parent Indemnified Parties that will or may be paid or otherwise satisfied other than by the delivery of Escrow Shares to the applicable Parent Indemnified Parties. No bond shall be required of the Sellers Agent, and the Sellers Agent shall receive no compensation for services rendered. Notices or communications to or from the Sellers Agent shall constitute written notice to or from each of the Sellers solely with respect to indemnification claims by the Parent Indemnified Parties to be satisfied solely by the delivery of Escrow Shares to the applicable Parent Indemnified PartiesBuyer.