Common use of Shareholders' Agent Clause in Contracts

Shareholders' Agent. By virtue of their execution and delivery of this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agent, sxxxxxx to change by a majority of the Pooling Shareholders, to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholders. The Shareholders' Agent shall not be responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agent.

Shareholders' Agent. By virtue of their execution and delivery of (a) The Shareholders, pursuant to this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to hereby appoint Robert Dumper Xxxxxxx X. Xxxxxxxx as the initial Shareholders' ’ Agent, sxxxxxx who shall be the Shareholders’ representative and attorney-in-fact for each Shareholder. The Shareholders’ Agent shall have the authority to change by a majority act for and on behalf of each of the Pooling Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Shareholders with respect to any matters arising under this Agreement, to authorize delivery to E*Comnetrix the Purchaser of E*Comnetrix Shares, cash or and other property from the Escrow Fundproperty, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such claimssuits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of the foregoing subject foregoing. In addition to the prior approval by a majority vote and in furtherance of the following Pooling Shareholders each of which has foregoing, the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Shareholders’ Agent shall be authorized have the right to take any (i) employ accountants, attorneys and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote other professionals on behalf of the named Pooling Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders’ Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' ’ Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to the Purchaser; provided, however, that the Shareholders’ Agent may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of the Shareholders’ Agent may be filled by approval by those Shareholders who hold or held a majority of the Shares prior to the Closing. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not be responsible receive compensation for any act done its services. Notices or omitted hereunder as communications to or from the Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' ’ Agent shall be held harmless against any loss, liability constitute notice to or expense incurred without gross negligence, bad faith or willful misconduct on the part from each of the Shareholders' Agent and arising out of or in connection with Shareholders during the acceptance or administration term of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' AgentAgreement.

Shareholders' Agent. By virtue of their execution and delivery approval of this Agreement, the Pooling Shareholders Seller’s shareholders shall have approved approved, among other matters, the indemnification and escrow terms set forth herein in Sections 1 and agreed to 9 and the expense reimbursement provisions in Section 10.4 and shall irrevocably appoint Robert Dumper the Seller as the initial Shareholders' Agent, sxxxxxx to change by a majority their agent for purposes of the Pooling Shareholders, Section 9 and Section 10.4 to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, the Purchasers cash or other property from the Escrow FundFund (as defined in the Escrow Agreement), to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) 3 of this the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to such claimsindemnification Claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent Seller for the accomplishment of the foregoing subject foregoing. The Seller hereby accepts his appointment as the agent of the shareholders of the Seller as provided in this Section 10.1. The Purchasers shall be entitled to deal exclusively with the Seller on all matters relating to Section 9, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Seller shareholder by the Seller, and on any other action taken or purported to be taken on behalf of any Seller shareholder by the Seller, as fully binding upon such Seller shareholder. If the Seller shall become disabled or otherwise be unable to fulfill its responsibilities as agent of the Seller shareholders, then the Seller shareholders shall, within ten days after such disability, appoint a successor agent and, promptly thereafter, shall notify the Purchasers of the identity of such successor. Any such successor shall become the agent of the Shareholders for purposes of Section 9 and this Section 10.1. No bond shall be required for the agent of the Shareholders. If for any reason there is no Shareholders’ agent at any time, all references herein to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent Shareholders’ agent shall be authorized deemed to take any and all actions necessary refer to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling ShareholdersIndemnitors. The Shareholders' Agent Seller shall not be responsible for any act done or omitted hereunder thereunder as Shareholders' Agent ’ agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any lossBy virtue of their approval of this Agreement, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder, including Seller’s shareholders hereby agree to pay (i) the reasonable fees of the Seller relating to his services performed in such capacity, and expenses (ii) all reasonable costs and expenses, including those of any legal counsel or other professionals professional retained by the Shareholders' AgentSeller, in connection with the acceptance and administration of the Seller’s duties hereunder. Subject to the prior right of Parent to make claims for Indemnifiable Damages, the Seller shall have the right to recover from the Escrow Fund prior to any distribution to the Seller’s shareholders, any reasonable fees, costs and expenses, including those of any legal counsel or other professional retained by the Seller, in connection with the performance, acceptance and administration of the Seller’s duties hereunder.

Shareholders' Agent. By Each of the Shareholders and the Sellers, by virtue of their execution and delivery the approval of this AgreementAgreement and the transactions contemplated hereby, the Pooling Shareholders have approved the indemnification hereby irrevocably constitutes and escrow terms set forth herein and agreed to appoint Robert Dumper appoints Xxxxxx X. Xxxxx as the initial Shareholders' Agent, sxxxxxx to change by a majority ’ Agent for and on behalf of the Pooling Shareholders, Shareholders and the Sellers to give and receive notices and communications, to authorize delivery offset by Parent of any amounts owed to E*Comnetrix the Shareholders and Sellers in satisfaction of E*Comnetrix Shares, cash or other property from the Escrow Fundclaims by an Indemnified Person, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, to agree to, negotiate, enter into and provide amendments and supplements to and waivers in respect of this Agreement in accordance with Section 8.4 and Section 8.5 of this Agreement, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of the foregoing subject to the prior approval by a majority vote any or all of the following Pooling foregoing. Such agency may be changed (i) with respect to all Shareholders each of which has and the following number of votes; Joseph KarwatSellers, two votes; William Reedby unanimous decision, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent shall be authorized from time to take any and time upon not less than thirty (30) days’ prior written notice signed by all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholders. The Shareholders' Agent shall not be responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith Shareholders and in the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of Sellers and delivered to the Shareholders' Agent and arising out to Parent. Shareholders’ Agent shall act as directed by the Shareholders. In the event of a dispute among the Shareholders, the Shareholders’ Agent shall act as directed by Shareholders holding not less that 2/3 of the equitable interests in the Companies as of the Closing. Parent shall be entitled to conclusively rely, without any further inquiry or investigation, on any such notice provided to Parent; provided, however, that Parent shall not be bound by any such notice that Parent in good faith determines has not been signed by the all of the Shareholders and the Sellers, in which case for all purposes in connection with this Agreement, Parent shall not be required to recognize the acceptance or administration purported removal of the existing Shareholders' Agent and shall be entitled to treat the existing Shareholders' Agent as the Shareholders' Agent for such purpose. No bond shall be required of the Shareholders' ’ Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agent’ Agent shall receive no compensation for his services. Notices or communications to or from the Shareholders’ Agent shall constitute notice to or from each of the Shareholders and the Sellers.

Shareholders' Agent. By virtue (a) Frederick J. Kiko, in an individual capacity and not as a Xxxxxxxxx xx Xxxxeholder, shall be constituted and appointed as agent ("Shareholders' Agent") for and on behalf of the Company's Shareholders and holders of Common Stock Options and Warrants and the Shareholders' Agent shall have the exclusive right, power and authority on their execution behalf, to: (a) resolve and delivery settle all claims and disputes relating to this Agreement and the Escrow Agreement, including, without limitation, claims and disputes over the amount of the Net Worth under Section 4.1(c) of this Agreement, claims for indemnification under Article XI of this Agreement and the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agent, sxxxxxx to change by a majority disbursement of the Pooling Shareholders, to Escrow Fund; (b) give and receive notices under Section 9.7 of this Agreement; (c) give and receive notices and communications, communications under the Escrow Agreement to authorize delivery to E*Comnetrix Pulse and Acquisition Corp. of E*Comnetrix Shares, cash or other property from the Escrow FundFund in satisfaction of claims by them, to object to such deliveries, to ; (d) agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c)demand, (d)and represent all Shareholders and holders of Common Stock Options and Warrants at any, (e) and (f) of mediation and/or arbitration in connection with this Agreement and/or the Escrow Agreement and comply with orders of courts and awards of arbitrators with respect to such claims; (e) take all other actions and exercise all other powers granted to the Shareholders' Agent in this Agreement, including any and all actions required or permitted to be taken by the Shareholders' Agent under the Escrow Agreement; and (f) to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing subject to foregoing. Such agency may be changed by the prior approval by holders of a majority vote in interest of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent Escrow Fund from time to time upon not less than ten (10) days' prior written notice to Pulse. No bond shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote required of the named Pooling Shareholders. The ' Agent, and the Shareholders' Agent shall not be responsible receive no compensation for any act done his services. Notices or omitted hereunder as communications to or from the Shareholders' Agent while acting in good faith and in shall constitute notice to or from each of the exercise Shareholders. Any resolution or settlement of reasonable judgment. The any claims by the Shareholders' Agent shall be held harmless against binding on each Principal, Shareholder and holder of Common Stock Options and Warrants who is a party to the claim (i.e., settlement of an indemnification claim) or is otherwise affected thereby (i.e., reaching agreement with Pulse regarding any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agentadjustment).

Shareholders' Agent. By virtue of their execution and delivery of (a) The Shareholders, pursuant to this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to hereby appoint Robert Dumper Xxxxx X. Xxxxx as the initial Shareholders' Agent, sxxxxxx who shall be the Shareholders' representative and attorney-in-fact for each Shareholder. The Shareholders' Agent shall have the authority to change by a majority act for and on behalf of each of the Pooling Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Shareholders with respect to any matters arising under this Agreement, to authorize delivery to E*Comnetrix the Purchaser and/or Stonepath of E*Comnetrix Shares, cash or and other property from the Escrow Fundproperty, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such claimssuits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing subject foregoing. In addition to the prior approval by a majority vote and in furtherance of the following Pooling Shareholders each of which has foregoing, the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Shareholders' Agent shall be authorized have the right to take any (i) employ accountants, attorneys and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote other professionals on behalf of the named Pooling Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders' Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon not be responsible for any act done or omitted hereunder as less than thirty (30) days prior written notice to the Purchaser; provided, however, that the Shareholders' Agent while acting in good faith may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders' Agent. Any vacancy in the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part position of the Shareholders' Agent and arising out may be filled by approval by those Shareholders who hold or held a majority of or in connection with the acceptance or administration Shares prior to the Closing. No bond shall be required of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' AgentAgent shall not receive compensation for its services. Notices or communications to or from the Shareholders' Agent shall constitute notice to or from each of the Shareholders during the term of the Agreement.

Shareholders' Agent. By virtue of The Shareholders hereby irrevocably appoint XxXxx X. Xxxx as their execution and delivery agent for purposes of this AgreementSection 13 (the "Shareholders' Agent"), the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper XxXxx X. Xxxx hereby accepts his appointment as the initial Shareholders' Agent. Buyer shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 13, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders' Agent, sxxxxxx and on any other action taken or purported to change be taken on behalf of any Shareholder by a majority of the Pooling Shareholders' Agent, to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or other property from the Escrow Fund, to object to as fully binding upon such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of Shareholder. If the Shareholders' Agent for the accomplishment shall die, become disabled or otherwise be unable to fulfill his responsibilities as agent of the foregoing subject Shareholders, then the Shareholders shall, within ten business days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Buyer of the identity of such successor. Any such successor shall become the "Shareholders' Agent" for purposes of this Section 13. If for any reason there is no Shareholders' Agent at any time, all references herein to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Shareholders' Agent shall be authorized deemed to take any and all actions necessary refer to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholders. The Shareholders' Agent shall be entitled to make such decisions as may be necessary under this Agreement without consulting with any other Shareholder and shall incur no liability and shall be indemnified, protected and held harmless by all such Shareholders (but not be responsible by Validity or Buyer) from any and all liability, loss, cost, claim, expense or liability (other than such liability as he may have as a Shareholder under this Agreement) for any act done or omitted hereunder as action taken by the Shareholders' Agent while acting in good faith and in the exercise of reasonable his business judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on the part of the Shareholders' Agent and arising out of or in connection with the acceptance or administration of If the Shareholders' Agent's duties hereunder, including in his sole discretion, does consult with the reasonable fees and expenses other Shareholders as to any matter, the vote of any legal counsel or other professionals retained by the Shareholders' Agent.those persons holding more than 50% of the

Shareholders' Agent. By virtue (a) Josexx Xxxxxxxxx xx hereby appointed as agent and attorney-in-fact (the "SHAREHOLDERS' AGENT") for each Target shareholder, for and on behalf of their execution the Target shareholders, (i) to assert, prosecute or respond to any claims for indemnification hereunder on behalf of all or any Target shareholders (and delivery of this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper is hereby designated as the initial Shareholders' Agent, sxxxxxx Indemnifying Party to change by a majority act on behalf of the Pooling ShareholdersTarget shareholders under this Article IX), (ii) to give and receive notices and communications, communications to authorize delivery to E*Comnetrix Acquiror of E*Comnetrix Shares, cash or other property shares of Acquiror Common Stock from the Escrow FundFund in satisfaction of claims by Acquiror, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement arbitration and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing subject foregoing, (iii) to endorse Certificates or stock powers therefor on behalf of any Target shareholder, and (iv) to amend this Agreement at any time by execution of an instrument in writing signed on behalf of each of the parties hereto; provided that amendment shall not (a) alter or change the amount or kind of consideration to be received on conversion of the Target Capital Stock, or (b) alter or change any of the terms and conditions of this Agreement if such alteration or change would materially adversely affect the holders of Target Capital Stock. Such agency may be changed by the shareholders of Target from time to time upon not less than thirty (30) days prior written notice to Acquiror; provided, however, that the Shareholders' Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the prior identify of the substituted shareholders' agent. Any vacancy in the position of the Shareholders' Agent may be filled by approval by of the holders of a majority vote in interest of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent Escrow Fund. No bond shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote required of the named Pooling Shareholders. The ' Agent, and the Shareholders' Agent shall not be responsible receive compensation for any act done his services. Notice or omitted hereunder as Shareholders' Agent while acting in good faith and in communications to or from the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability constitute notice to or expense incurred without gross negligence, bad faith or willful misconduct on the part from each of the Shareholders' Agent and arising out shareholders of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' AgentTarget.

Shareholders' Agent. By virtue Shareholders do hereby irrevocably constitute and appoint Xxxxx as their agent and attorney-in-fact, on their behalf and on behalf of their execution and delivery each of them, (a) to perform all acts which, by the provisions of this Agreement, are to be performed after the Pooling Shareholders have approved the indemnification date hereof, (b) to execute and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agent, sxxxxxx to change by a majority of the Pooling Shareholders, to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises ofgive, and demand dispute resolution pursuant to Section 4(c)receive, all Notices required or permitted hereunder, (c) to contest, compromise and to otherwise deal with any and all set-offs, claims and proceedings hereunder, (d), ) to participate as a Shareholders' Indemnified Party or as an Indemnitee in the mediation and arbitration procedures provided for in Section 12 and (e) generally, to act for and (f) on behalf of this Agreement Shareholders and comply each of them in all matters connected with orders any claim for Losses by the Loraca Indemnified Person with the same force and effect as though such act had been taken by them, or any one of courts them, personally. Shareholders agree that the foregoing appointment and awards of arbitrators power are coupled with respect an interest and every party acting hereunder or under any other instrument executed or delivered in connection with the contemplated transactions shall be entitled to such claims, and to take all actions necessary rely on any action taken or appropriate in the judgment of the omitted by Shareholders' Agent for on behalf of Shareholders. Shareholders do hereby appoint Xxxxxx and Xxxxxx who, along with the accomplishment Shareholders's Agent, shall constitute a committee ("Committee"). The Committee shall direct the Shareholder's Agent in the performance of the foregoing subject to the prior approval his duties hereunder by a majority vote of its members. Notwithstanding the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote appointment of the named Pooling Shareholders. The Committee and its directions to the Shareholders' Agent shall not be responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith and in Agent, the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any lossthe exclusive representative of the Shareholders with reference to the matters set forth in this Section 11 and Section 12, liability or expense incurred without gross negligence, bad faith or willful misconduct and his actions shall be binding on the part of Shareholders and Loraca shall have no duty to ascertain if the Shareholders' Agent and arising is properly carrying out of or in connection with the acceptance or administration of the Shareholders' Agent's duties his obligations hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agent.

Shareholders' Agent. By virtue The Designated Shareholders hereby irrevocably appoint Xxxxx Xxxxxxxx as their agent for purposes of their execution and delivery of this Section 7 (the "Shareholders' Agent"), who shall also have been appointed as Shareholders' Agent by the Non-Designated Shareholders in the Shareholders' Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper Xxxxx Xxxxxxxx hereby accepts his appointment as the initial Shareholders' Agent. Parent shall be entitled to deal exclusively with the Shareholders' Agent on all matters relating to Section 7, and shall be entitled to rely conclusively (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Designated Shareholder by the Shareholders' Agent, sxxxxxx and on any other action taken or purported to change be taken on behalf of any Designated Shareholder by the Shareholders' Agent, as fully binding upon such Designated Shareholder. In the event of death, disability, incompetency or resignation of the original Shareholders' Agent, the Designated Shareholders shall, within thirty (30) days after notice from Parent, by a majority majority-in-interest designate another successor Shareholders' Agent or agents, as the case may be (the "Successor Shareholders' Agent") who shall have all of the Pooling Shareholdersrights, powers and authority conferred to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment pursuant to this Agreement and who shall have been appointed Shareholders' Agent pursuant to Section 6.1 of the foregoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent Agreement. Notwithstanding the foregoing, if the Designated Shareholders fail to designate such Shareholders' Agent(s) within such thirty (30) day period, Parent shall be authorized entitled to take any and all actions necessary to comply with orders of courts and awards of arbitrators without designate the prior approval by a majority vote of the named Pooling Shareholders. The Successor Shareholders' Agent for and on behalf of all of the Designated Shareholders, which Person shall not be responsible independent of Parent or its Affiliates or subsidiaries (except that Parent may pay the fees charged and expenses incurred by such Person in the event the Company Shareholders fail to perform the obligations set forth in Section 11(a) of the Escrow Agreement and such amounts shall be added as recoverable expenses of Parent). If for any act done or omitted hereunder as reason there is no Shareholders' Agent while acting in good faith and in at any time, all references herein to the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on deemed to refer to the part of the Designated Shareholders' Agent and arising out of or in connection with the acceptance or administration of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agent.

Shareholders' Agent. By virtue The Company and each Shareholder hereby authorize and appoint the Shareholders' Agent as its, his or her exclusive agent and attorney-in-fact to act on behalf of their execution and delivery each of them with respect to all matters which are the subject of this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agentincluding, sxxxxxx to change by a majority of the Pooling Shareholderswithout limitation, to give and receive notices and (a) 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 authorize delivery to E*Comnetrix of E*Comnetrix Sharesassert, cash settle, compromise or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c)defend, (d)i) any claims which the Company or any Shareholder may assert, or have the right to assert, against PentaStar or the Acquiror, or (eii) and (f) of this Agreement and comply with orders of courts and awards of arbitrators with respect any claims which PentaStar or the Acquiror may assert, or have the right to such claimsassert, and to take all actions necessary against the Company or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the any Shareholder's Agent shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholders. The Shareholders' Agent shall not be responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith hereby accepts such authorization and in appointment. Upon the exercise receipt of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on written evidence satisfactory to PentaStar to the part of effect that the Shareholders' Agent has been substituted as agent of the Company and arising out the Shareholders by reason of his death, disability or in connection resignation, PentaStar and the Acquiror shall be entitled to rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Shareholders' Agent with respect to the acceptance or administration matters covered by this Section 9.14. Neither the Company nor any Shareholder shall act with respect to any of the matters which are the subject of this Agreement except through the Shareholders' Agent's duties hereunder, including . The Company and the reasonable fees Shareholders acknowledge and expenses of any legal counsel or other professionals retained by agree that PentaStar and the Acquiror may deal exclusively with the Shareholders' AgentAgent in respect of such matters, that the enforceability of this Section 9.14 is material to PentaStar and the Acquiror, and that PentaStar and the Acquiror have relied upon the enforceability of this Section 9.14 in entering into this Agreement.

Shareholders' Agent. By virtue of their execution The Company and delivery of this Agreement, the Pooling Shareholders have approved the indemnification Shareholder hereby authorize and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agent, sxxxxxx to change by a majority of the Pooling Shareholders, to give and receive notices and communications, to authorize delivery to E*Comnetrix of E*Comnetrix Shares, cash or other property from the Escrow Fund, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards of arbitrators with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders' Agent for the accomplishment of the foregoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent as its 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 or any Other Seller Agreement, including, without limitation, (a) 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 the Company or the Shareholder may assert, or have the right to assert, against PentaStar or the Acquiror, or (ii) any claims which PentaStar or the Acquiror may assert, or have the right to assert, against the Company or the Shareholder. The Shareholder's Agent hereby accepts such authorization and appointment. Upon the receipt of written evidence satisfactory to PentaStar to the effect that the Shareholder's Agent has been substituted as agent of the Company and the Shareholder by reason of his death, disability or resignation, PentaStar shall be authorized entitled to take rely on such substituted agent to the same extent as they were theretofore entitled to rely upon the Shareholder's Agent with respect to the matters covered by this Section 9.14. Neither the Company nor the Shareholder shall act with respect to any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholdersmatters which are the subject of this Agreement or any Other Seller Agreement except through the Shareholder's Agent. The Shareholders' Agent shall not be responsible for any act done or omitted hereunder as Shareholders' Agent while acting in good faith Company and in the exercise of reasonable judgment. The Shareholders' Agent shall be held harmless against any loss, liability or expense incurred without gross negligence, bad faith or willful misconduct on Shareholder acknowledge and agree that PentaStar and the part of the Shareholders' Agent and arising out of or in connection Acquiror may deal exclusively with the acceptance or administration Shareholder's Agent in respect of such matters, that the Shareholders' Agent's duties hereunderenforceability of this Section 9.14 is material to PentaStar and the Acquiror, including and that PentaStar and the reasonable fees and expenses Acquiror have relied upon the enforceability of any legal counsel or other professionals retained by the Shareholders' Agentthis Section 9.14 in entering into this Agreement.

Shareholders' Agent. By virtue of their execution and delivery of (a) The Shareholders, pursuant to this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to hereby appoint Robert Dumper Xxxx Xxxxxx as the initial Shareholders' ’ Agent, sxxxxxx who shall be the Shareholders’ representative and attorney-in-fact for each Shareholder. The Shareholders’ Agent shall have the authority to change by a majority act for and on behalf of each of the Pooling Shareholders, including without limitation, to amend this Agreement, to give and receive notices and communications, waivers and consents under this Agreement, to act on behalf of the Shareholders with respect to any matters arising under this Agreement, to authorize delivery to E*Comnetrix the Purchaser of E*Comnetrix Shares, cash or and other property from the Escrow Fundproperty, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards on behalf of courts, mediators and arbitrators with respect to such claimssuits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of the foregoing subject foregoing. In addition to the prior approval by a majority vote and in furtherance of the following Pooling Shareholders each of which has foregoing, the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Shareholders’ Agent shall be authorized have the right to take any (i) employ accountants, attorneys and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote other professionals on behalf of the named Pooling Shareholders, and (ii) incur and pay all costs and expenses related to (A) the performance of its duties and obligations as the Shareholders’ Agent hereunder, and (B) the interests of the Shareholders under this Agreement. The Shareholders' ’ Agent shall for all purposes be deemed the sole authorized agent of the Shareholders until such time as the agency is terminated with notice to the Purchaser. Such agency may be changed by the Shareholders from time to time upon not less than thirty (30) days prior written notice to the Purchaser; provided, however, that the Shareholders’ Agent may not be removed unless all of the Shareholders agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of the Shareholders’ Agent may be filled by approval by those Shareholders who hold or held a majority of the Shares prior to the Closing. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not be responsible receive compensation for any act done its services. Notices or omitted hereunder as communications to or from the Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' ’ Agent shall be held harmless against any loss, liability constitute notice to or expense incurred without gross negligence, bad faith or willful misconduct on the part from each of the Shareholders' Agent and arising out of or in connection with Shareholders during the acceptance or administration term of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' AgentAgreement.

Shareholders' Agent. By virtue (a) In the event that the Merger is approved by the shareholders of Synchrologic, effective upon such vote, and without further act of any stockholder of Synchrologic, Grotech Advisory Services, Inc. shall be appointed as agent and attorney-in-fact (the “Shareholders’ Agent”) for each stockholder of Synchrologic (except such shareholders of Synchrologic, if any, as shall have perfected their execution appraisal or dissenters’ rights under Georgia Law). The Shareholders’ Agent shall have the authority to act for and delivery of this Agreement, the Pooling Shareholders have approved the indemnification and escrow terms set forth herein and agreed to appoint Robert Dumper as the initial Shareholders' Agent, sxxxxxx to change by a majority on behalf of the Pooling Former Synchrologic Shareholders, including, without limitation, to give and receive notices and communications, to act on behalf of the Former Synchrologic Shareholders with respect to any matters arising under this Agreement or the Transaction Documents, to authorize delivery to E*Comnetrix Pumatech of E*Comnetrix Shares, cash the Escrow Shares or other property property, including shares of Pumatech Common Stock, from the Escrow Fund, and any other funds and property in its possession in satisfaction of claims by Pumatech, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand dispute resolution pursuant commence, prosecute, participate in, settle, dismiss or otherwise terminate, as applicable, lawsuits and claims, mediation and arbitration proceedings, and to Section 4(c), (d), (e) and (f) of this Agreement and comply with orders of courts and awards of courts, mediators and arbitrators with respect to such claimssuits, claims or proceedings, and to take all actions necessary or appropriate in the judgment of the Shareholders' ’ Agent for the accomplishment of the foregoing subject to the prior approval by a majority vote of the following Pooling Shareholders each of which has the following number of votes; Joseph Karwat, two votes; William Reed, one vote; Eric Kaxxxxx, xxx xote; Robert Xxxxxx, xne vote, xxxxxxxxxxxxing the forxxxxxx the Shareholder's Agent shall be authorized to take any and all actions necessary to comply with orders of courts and awards of arbitrators without the prior approval by a majority vote of the named Pooling Shareholdersforegoing. The Shareholders' ’ Agent shall for all purposes be deemed the sole authorized agent of the Former Synchrologic Shareholders until such time as the agency is terminated. Such agency may be changed by the Former Synchrologic Shareholders from time to time upon not less than 30 days prior written notice to Pumatech; provided, however, that the Shareholders’ Agent may not be removed unless holders of a two-thirds interest in the Escrow Fund agree to such removal and to the identity of the substituted Shareholders’ Agent. Any vacancy in the position of Shareholders’ Agent may be filled by Table of Contents approval of the holders of a majority in interest of the Escrow Fund. No bond shall be required of the Shareholders’ Agent, and the Shareholders’ Agent shall not be responsible receive compensation for any act done its services. Notices or omitted hereunder as communications to or from the Shareholders' Agent while acting in good faith and in the exercise of reasonable judgment. The Shareholders' ’ Agent shall be held harmless against any loss, liability constitute notice to or expense incurred without gross negligence, bad faith or willful misconduct on the part from each of the Shareholders' Agent and arising out of or in connection with Former Synchrologic Shareholders during the acceptance or administration term of the Shareholders' Agent's duties hereunder, including the reasonable fees and expenses of any legal counsel or other professionals retained by the Shareholders' Agentagency.