Common use of Shareholders’ Representative Clause in Contracts

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each The Shareholders hereby irrevocably appoint Xxxxxxx X. Xxxxxx, Xx., a Shareholder, to serve as representative of all of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution from and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of after the date of this Agreement (the “Shareholders "Shareholders' Representative”"). EACH SHAREHOLDER HEREBY AUTHORIZES THE SHAREHOLDERS' REPRESENTATIVE TO ACT AS ATTORNEY- IN-FACT ON BEHALF OF SUCH SHAREHOLDER WITH RESPECT TO ANY ACT REQUIRED OR PERMITTED TO BE TAKEN BY SUCH SHAREHOLDER HEREUNDER (INCLUDING, to be such Selling Shareholder’s true and lawful representativeWITHOUT LIMITATION, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling ShareholderTO SPECIFY THE MANNER OF MAKING PAYMENT TO SUCH SHAREHOLDER HEREUNDER OR TO RECEIVE ANY FUNDS TO BE PAID BY OR ON BEHALF OF BUYER TO SUCH SHAREHOLDERS HEREUNDER). WITH RESPECT TO ANY DISPUTE THAT MAY ARISE HEREUNDER OR UNDER ANY RELATED AGREEMENT, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction DocumentsEACH SHAREHOLDER AGREES THAT HE OR SHE MAY ACT ONLY THROUGH THE SHAREHOLDERS' REPRESENTATIVE. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent Any Party hereto shall be entitled to conclusively rely rely, and shall be fully protected in relying, upon all actions taken by the directionsShareholders' Representative. The Shareholders' Representative may not be changed without the consent of Purchaser, instructions and notice except as provided in the next sentence. In the event of the death of the Shareholder' Representative, the Shareholders shall promptly irrevocably appoint by a majority vote of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required (based on stock ownership immediately prior to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each Closing) one of the Selling remaining Shareholders (or beneficial owners of Shareholders that are entities) who is a natural person to act as the Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions' Representative.

Shareholders’ Representative. Each In order to administer efficiently the determination of certain matters under this Agreement, each Vendor hereby irrevocably authorizing Shareholders’ Representative to act as each such Vendor's agent and representative with respect to all matters relating to this Agreement. Without limiting the generality of the Selling Shareholders foregoing, Shareholders’ Representative shall have full power and authority to make all decisions and take all actions relating to Vendors' respective rights, obligations and remedies under this Agreement including to receive and make payments, to receive and send notices (including the Former Company Share Award Holders), by virtue notices of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”termination), to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification on behalf of Vendors and to defend against indemnification claims of Purchaser. All decisions and actions taken by Shareholders’ Representative shall be such Selling Shareholder’s true binding upon all Vendors, and lawful representativeno Vendor shall have the right to object, agent dissent, and attorney-in-fact protest or otherwise contest the same. Purchaser shall be entitled to act on such Selling Shareholder’s behalf deal only with Shareholders’ Representative in respect of all matters arising under this Agreement and including to receive and make payments, to receive and send notices, to receive and deliver documents, to exercise, enforce or waive rights or conditions, to give releases and discharges, to seek indemnification against Vendors or any one of them and to defend against indemnification claims of Vendors. All references in this Agreement to decisions and actions permitted to be taken by such Selling Shareholder, Vendors or any one of them, after them shall be deemed taken by Vendors or the date relevant one of them if such decisions or actions are taken by Shareholders’ Representative. All references in this Agreement in connection with this Agreement to decisions and actions to be taken by Purchaser and directed to Vendors or any one of them shall be deemed directed to Vendors or the other Transaction Documents relevant one of them if such decisions or actions are directed by Purchaser to Shareholders’ Representative. In no event shall Purchaser be held responsible or liable for the application or allocation of any monies paid to Shareholders’ Representative by Purchaser, and Purchaser shall be entitled to rely upon any notice provided to Purchaser by Shareholders’ Representative or action taken by Shareholders’ Representative acting within the transactions contemplated hereby scope of his authority. Notwithstanding the foregoing, no payment, notice, receipt or delivery of documents, exercise, enforcement or waiver of rights or conditions, indemnification claim or indemnification or a principal defense shall be ineffective by reason only of it having been made or given to or by a Vendor directly if each of Purchaser and thereby, in accordance with such Vendor consent by virtue of not objecting to such dealings without the terms and conditions intermediary of Shareholders’ Representative. Each of the Transaction DocumentsVendors shall pay the Shareholders’ Representative reasonable compensation as agreed to from time to time for acting as the Shareholders’ Representative. In such representative capacityFor further clarification, it is confirmed the Shareholders Representative shall take or refrain be seeking no compensation for acting as the Shareholders’ Representative from takingthe Closing Date to March 1, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf 2016. Each of the Selling Vendors shall indemnify the Shareholders, ’ Representative from all expenses and costs incurred in his capacity acting as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), The Residual Holders shall be bound by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in its capacity thereof that are within the exercise of the agency and power of attorney authority granted pursuant to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling ShareholderAgreement. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the The Shareholders Representative shall at all times act in its capacity as such Shareholders Representative in a manner that the Shareholders Representative believes in good faith to be in the best interest of the Residual Holders. Neither the Shareholders Representative nor any of its directors, officers, agents or employees shall be conclusively deemed liable to have been provided any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or from each the Shareholders Representative Agreement, except in the case of gross negligence, bad faith or willful misconduct. The Shareholders Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the Selling Shareholdersadvice of such counsel, as applicableaccountants or experts. The Shareholders Representative shall not have any liability duty to ascertain or to inquire as to the performance or observance of any of the Selling terms, covenants or conditions of this Agreement or any of the Transactions contemplated hereby. As to any matters not expressly provided for in the Shareholders Representative Agreement or this Agreement, the Shareholders Representative shall not be required to exercise any discretion or take any action. Each Residual Holder severally shall indemnify and hold harmless and reimburse the Shareholders Representative from and against such Residual Holder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Shareholders Representative arising out of or relating to resulting from any action taken or omission made in good faith omitted to be taken by the Shareholders Representative (in its capacity as such) pursuant to this Agreementother than such liabilities, and each Selling Shareholder shalllosses, severally but not jointlydamages, indemnifyclaims, defend and hold harmless costs or expenses arising out of or resulting from the Shareholders Representative with respect to all actions so taken Representative's gross negligence, bad faith or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionswillful misconduct.

Shareholders’ Representative. Each (a) The shareholders of the Selling Shareholders (including the Former Company Share Award Holders)Company, by virtue of its, his or her execution and delivery of approving this Agreement (directly, by proxy and the transactions contemplated hereby or pursuant to a power of attorney)accepting any Merger Consideration, hereby irrevocably constitutes appoint Xxxxx X. Xxxxxxxx, Xxxxxxx X. X'Xxxxx and appoints Xxxx X. Xxxxx Xxxxx(each, a Principal "Shareholders' Representative Member" and collectively, the Chief Executive Officer of the Company "Shareholders' Representative") as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, their agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of for all purposes under this Agreement in connection with full and exclusive power and authority to bind such shareholders with regard to all matters arising under and pursuant to this Agreement and the other Transaction Documents transactions contemplated hereby, including for purposes of Article X and Sections 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.10, 3.11, 6.3 and 11.2 or otherwise relating to the rights to receive payments hereunder and consent to the taking by the Shareholders' Representative of any and all actions and the making of any decisions in connection with or related to the foregoing; provided that only the act of a majority of Shareholders' Representative Members shall be binding and determinative as the act of the Shareholders' Representative. By its execution below, the Shareholders' Representative hereby accepts its appointment as the Shareholders' Representative for purposes of this Agreement. Parent shall be entitled to deal exclusively with the Shareholders' Representative on all matters arising under and pursuant to this Agreement and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon on any and all action taken or not taken by the directions, instructions Shareholders' Representative without independent investigation and notice notwithstanding any knowledge of any dispute or disagreement among the shareholders of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation Company or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Shareholders' Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicableMembers. The Shareholders Representative shall not have any liability to If any of the Selling Shareholders arising out Shareholders' Representative Members shall die, become disabled or otherwise be unable to fulfill his or her responsibilities as agent and attorney-in-fact of the Company shareholders, then the remaining Shareholders' Representative Members shall, within ten (10) days after a request by Parent, appoint a successor Shareholders' Representative Member reasonably satisfactory to Parent. If there are no remaining Shareholders' Representative Members or relating the remaining Shareholders' Representative Members fail to any action taken or omission made in good faith by designate a successor Shareholders' Representative Member within ten (10) days after Parent's request as provided above, then Parent may appoint a Shareholders' Representative. Any such successor shall become the Shareholders Representative (in its capacity as such) pursuant to "Shareholders' Representative" for purposes of this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each 7.4.1 Effective only upon the Effective Time, Shareholder Representative Services, LLC (such entity or person and any successor or successors being the “Shareholders’ Representative”) shall act as the representative of the Selling Company Shareholders, and shall be authorized to act on behalf of the Company Shareholders and to take any and all actions required or permitted to be taken by the Shareholders’ Representative under this Agreement with respect to any claims (including the Former Company Share Award Holders), settlement thereof) made by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or a Trintech Party for indemnification pursuant to a power of attorney), hereby irrevocably constitutes this Article VII and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shallShareholders’ Representative pursuant to the terms of the Escrow Agreement (including, without limitation, the AGREEMENT AND PLAN OF MERGER PAGE 41 exercise of the power to (i) authorize the delivery of cash from the Escrow Account to a Trintech Party in satisfaction of claims by a Trintech Party, (ii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification and (iii) take all actions necessary in the Selling judgment of the Shareholders’ Representative for the accomplishment of the foregoing). In all matters relating to this Article VII, the Shareholders’ Representative shall be the only party entitled to assert the rights of the Company Shareholders, be taken by and the Shareholders Shareholders’ Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request shall perform all of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise obligations of the agency and power of attorney granted to the Company Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholderhereunder. Each of Purchaser and the Escrow Agent The Trintech Parties shall be entitled to conclusively rely upon the directionson all statements, instructions representations and notice decisions of the Shareholders Shareholders’ Representative, when it . The Shareholders’ Representative is acting in their capacity as such under this Section 7.18, without being required not entitled to undertake any independent investigation or verification, and any notice provided in accordance with amend this Agreement or take any actions relating to or from this Agreement prior to the Shareholders Effective Time. The Shareholders’ Representative in its capacity as such shall be conclusively deemed may resign upon not less than 20 days’ prior written notice to have been provided to or from each Trintech, Inc. and the Senior Preferred Holders. The Senior Preferred Holders by the vote of a majority-in-interest of the Selling Base Escrow Amount included in the Escrow Fund may remove the Shareholders’ Representative from time to time upon not less than 20 days’ prior written notice to Trintech, as applicableInc. Any vacancy in the position of the Shareholders’ Representative may be filled by the approval of the holders of a majority-in-interest in the Escrow Fund. The Shareholders Any successor Shareholders’ Representative shall not have any liability acknowledge in writing to any Trintech, Inc. his acceptance of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity his appointment as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders’ Representative.

Shareholders’ Representative. Each (A) For purposes of this Agreement, Seller hereby consents to the appointment of Xxxx Xxxxx to act as the Shareholders' Representative and as agent and attorney-in-fact for and on behalf of Seller, and the taking by the Shareholders' Representative of any and all actions and the making of any decisions required or permitted to be taken by Seller under this Agreement, including without limitation, the exercise of the Selling Shareholders power to (including i) authorize delivery to any Indemnitee of Escrow Shares in satisfaction of any Damages or Claimed Amounts, (ii) agree to negotiate, enter into settlements and compromises with respect to such Damages or Claimed Amounts, (iii) pursuant to the Former Company Share Award Holders)terms of the Purchase Agreement, make and deliver to the Escrow Agent, together with Purchaser, a Positive Determination or a Negative Determination, (iv) resolve any claims or disputes hereunder, and (v) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing and all of the other terms, conditions and limitations contained in this Agreement. As evidenced by virtue of its, his or her the execution and delivery of this Agreement (directlyby the Shareholders' Representative, by proxy or pursuant to a power of attorney), the Shareholders' Representative hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company accepts such appointment as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, Seller with respect to the Selling Shareholders, matters contemplated by this Agreement. Such agency may be taken changed by the Shareholders Representative on their behalf pursuant Seller from time to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees time upon not less than ten (10) days' prior written notice to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent Agent. No bond shall be entitled to conclusively rely upon the directions, instructions and notice required of the Shareholders Shareholders' Representative, when it is acting and the Shareholders' Representative shall receive no compensation for services. A decision, act, consent or instruction of the Shareholders' Representative shall constitute a decision of Seller for whom shares of Purchaser Common Stock otherwise issuable to Seller are deposited in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, the Escrow Account and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholdersfinal, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, binding and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsconclusive upon Seller.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders)By executing this Agreement, by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby each Shareholder irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company Robert Rouleau as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s its true and lawful representative, agent and attorney-in-fact (txx "Xxxxxxxxxxrs' Representative"), with full powers of substitution, to act on such Selling Shareholder’s behalf in the name, place and stead of each Shareholder with respect to any actions permitted to be taken by such Selling Shareholder, or any the transactions contemplated hereby in accordance with the provisions of them, after the date of this Agreement in connection with this Agreement and the Escrow Agreement, including, without limitation, to grant waivers on behalf of each Shareholder or to enter into amendments to this Agreement and to do or refrain from doing all such further acts and things, to execute all such certificates, instruments and other Transaction Documents and documents, as such Shareholders' Representative may deem necessary or appropriate in connection with any of the transactions contemplated hereby by this Agreement or the Escrow Agreement, to give and therebyreceive notices and communications, in accordance with the terms to authorize delivery to Acquisition Sub and conditions CalAmp of the Transaction DocumentsEscrow Amount or other property from the Escrow Account in satisfaction of claims by Acquisition Sub Indemnified Parties, to object to such deliveries, to agree to, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. In Such agency may be changed by the Shareholder from time to time upon not less than 30 days prior written notice to Acquisition Sub and CalAmp; provided, however, that the Shareholders' Representative may not be removed unless holders of a two-thirds interest in the Escrow Amount agree to such representative capacityremoval and to the identity of the substituted shareholders' representative. Any vacancy in the position of Shareholders' Representative may be filled by approval of the holders of a majority in interest of the Escrow Account. The Shareholders agree that any such action, if material to the rights and obligations of the Shareholders in the reasonable judgment of the Shareholders' Representative, shall be taken in the same manner with respect to all Shareholders, unless otherwise agreed by each Shareholder. The appointment of the Shareholders' Representative shall be deemed coupled with an interest and shall be irrevocable, and Acquisition Sub, CalAmp, the Escrow Agent and any other Person may conclusively and absolutely rely, without inquiry, upon any actions of the Shareholders' Representative as the act of the Shareholders in all matters referred to in this Agreement. The Shareholders' Representative shall take not be liable for any act done or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders omitted hereunder as Shareholders' Representative reasonably believes, while acting in good faith, to be necessary or appropriate under this Agreement faith and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsreasonable judgment.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution a) By approval and delivery adoption of this Agreement (directlyby the LiveDeal Shareholders, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxxx Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Shareholders’ Representative”), ) is hereby irrevocably appointed to be such Selling Shareholder’s act as the LiveDeal Shareholders true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf and agent, with respect to any actions permitted to be taken by such Selling Shareholderfull power of substitution for him and in his name, or any of them, after the date of this Agreement in connection with this Agreement place and the other Transaction Documents and the transactions contemplated hereby and therebyxxxxx, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faithcapacities, to be necessary execute any and all agreements and documents required or appropriate under contemplated by this Agreement and the other Transaction Documents (except as provided above) for and Agreement, including any amendments or waivers hereto, on behalf of the Selling LiveDeal Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in to deal with all claims under this Agreement or Agreement, including any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirmsclaims for indemnification, and agrees settlements in respect thereto and to ratify notify, negotiate and confirm in resolve any and all other issues concerning the future upon the request Agreement with YP. If for any reason, Xxxxxx Xxxxx believes that a conflict of the Shareholders interest exists that prohibits him from properly performing his duties as Shareholders’ Representative, any action taken by he reserves the Shareholders Representative in the exercise right to appoint a representative of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling ShareholderTorstar Corporation as Shareholders’ Representative. Each of Purchaser and the Escrow Agent YP shall be entitled to conclusively send all notices to, and to rely upon all consents and approvals given, and all other actions taken by the incumbent Shareholders’ Representative until such time as YP receives actual notice of such Shareholders’ Representative’s death or incapacity. YP shall be entitled to rely upon the directions, instructions and notice response of the Shareholders RepresentativeShareholders’ Representative in all matters pertaining to the subject matter hereof, when it is acting in their capacity as such under this Section 7.18including, without being required limitation, any consent or approval provided or contemplated hereunder to undertake any independent investigation be given by or verificationon behalf of, and any notice provided in accordance with this Agreement or obtained from, the LiveDeal Shareholders. Notice to or from service upon the Shareholders Shareholders’ Representative in its capacity as such shall be conclusively deemed to have been provided to constitute good and sufficient notice or from each service upon all of the Selling ShareholdersLiveDeal Shareholders for all matters, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out including without limitation, all notices of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsdemands for legal processes.

Shareholders’ Representative. Each (a) Shareholders’ Representative shall act as the representative of the Selling Shareholders and shall be authorized to act on behalf of such holders, and to take any and all actions required or permitted to be taken by the Shareholders’ Representative under this Agreement or the Escrow Agreement, including, without limitation, with respect to any claims (including the Former Company Share Award Holders), settlement thereof) made by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or a Buyer Indemnified Party for indemnification pursuant to a power of attorney), hereby irrevocably constitutes this Article 8 and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect Shareholders’ Representative pursuant to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request terms of the Shareholders RepresentativeEscrow Agreement (including, any action taken by the Shareholders Representative in without limitation, the exercise of the agency power to: (i) agree to, negotiate, enter into settlements and power compromises of, and comply with orders of attorney granted courts with respect to any settlement of the Final Work Capital Amount; (ii) authorize the delivery of certain amounts in the Escrow Funds to a Buyer Indemnified Party in satisfaction of claims by a Buyer Indemnified Party; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to any claims for indemnification; (iv) take all actions necessary in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing); (v) incur and be reimbursed for any Representative Expenses, which amounts shall be payable from the Indemnity Escrow Fund in accordance with Section 8.3(c) below; (vi) reserve from the Indemnity Escrow Amount to be dispersed to the Shareholders Representative former shareholders of the Company a reasonable estimate of the expenses necessary to resolve any amounts that are the subject of or could become the subject of a dispute; (vii) amend this Agreement or execute any amendment to this Agreement pursuant to Section 7.3 hereof; and (viii) waive or extend any term of this Agreement pursuant to Section 7.187.4 hereof. In all matters relating to this Article 8, which agency and power the Shareholders’ Representative shall be the only party entitled to assert the rights of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling ShareholderShareholders. Each of Purchaser and the Escrow Agent The Buyer Indemnified Parties shall be entitled to conclusively rely upon the directionson all statements, instructions representations and notice decisions of the Shareholders Shareholders’ Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each of (a) In addition to the Selling Shareholders (including other rights and authority granted to the Former Company Share Award Holders)Shareholders’ Representative elsewhere in this Agreement and except as expressly provided herein, by virtue of its, his or her participating in the execution and delivery of this Agreement (directlyand receiving the benefits thereof, including the right to receive the consideration payable in connection with the transactions contemplated by proxy or pursuant to a power of attorney)this Agreement, each Company Shareholder hereby irrevocably constitutes authorizes and appoints Xxxxx XxxxxXxxxxxxx Xxx as agent, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact and representative to act for and on behalf of such Company Shareholder regarding any matter under this Agreement or relating to the transactions contemplated hereby, with full power of substitution to act in the name, place and stead of such Company Shareholder and to act on behalf of such Selling Shareholder’s behalf Company Shareholder with respect to the transactions contemplated hereby, including in any actions permitted to be taken by such Selling Shareholderamendment of or dispute, litigation or any of them, after the date of this Agreement in connection with arbitration involving this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take to do or refrain from takingdoing all such further acts and things, and to execute all such documents, as the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Shareholders’ Representative reasonably believes, acting in good faith, shall determine to be necessary or appropriate under in conjunction with any of the transactions contemplated by this Agreement. This power of attorney and all authority hereby conferred is coupled with an interest and is irrevocable and shall not terminate or otherwise be affected by the death, disability, incompetence, bankruptcy or insolvency of any Company Shareholder. Except as expressly provided herein, no Company Shareholder shall directly have the right to exercise any right hereunder, it being understood and agreed that all such rights shall only be permitted to be exercised by the Shareholders’ Representative on behalf of the Company Shareholders. Without limiting the generality of the foregoing, the Shareholders’ Representative has full power and authority, on behalf of each Company Shareholder and such Company Shareholder’s successors and assigns, to: (i) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Company Shareholders in connection herewith, (ii) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other Transaction Documents documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, (except as provided aboveiii) receive service of process in connection with any claims under this Agreement, (iv) agree to, negotiate, enter into settlements and compromises of, assume the defense of Third-Party Claims, prosecute and defend claims for indemnification under ARTICLE XI and comply with orders of courts with respect to such claims, and to take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing, (v) give and receive notices and communications, (viii) assert the attorney-client privilege on behalf of the Selling Shareholders, as fully and effectively as if the Selling Company Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to any communications that relate in any way to the Selling Shareholderstransactions contemplated hereby, be taken (ix) deliver to Parent any and all Ancillary Agreements executed by the Company Shareholders Representative on their behalf pursuant and deposited with the Shareholders’ Representative, upon the Shareholders’ Representative’s determination that the conditions to this Section 7.18. Each Selling Shareholder hereby ratifies Closing have been satisfied or waived and confirms, and agrees to ratify and confirm (x) take all actions necessary or appropriate in the future upon the request judgment of the Shareholders Representative, any action taken by the Shareholders Shareholders’ Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder Company Shareholders in connection with the Transactions.this Agreement. 75

Shareholders’ Representative. Each By virtue of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery approval of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer shareholders of the Company, each Company Equity Holder hereby appoints DVT Holdings Limited to act as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) agent for and on behalf of the Selling Company Equity Holders (the "Shareholders, as fully ' Representative") with respect to the taking of any and effectively as if all actions and the Selling Shareholders were acting on their own behalf. Each reference in this Agreement making of any decisions required or any other Transaction Document to an action permitted to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders ' Representative on their behalf pursuant to under this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser Agreement and the Escrow Agent Agreement, including, without limitation, the power to (i) arbitrate, resolve, settle or compromise any dispute regarding indemnification claims or matters arising out of this Agreement and (ii) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing. Notices to or from the Shareholders' Representative shall constitute notice to or from each Company Equity Holder. A decision, act, consent or instruction of the Shareholders' Representative in connection with any of the foregoing matters shall constitute a decision of all of the Company Equity Holders and shall be final, binding and conclusive upon each of the Company Equity Holders, and Parent and the Surviving Corporation may rely upon any such written decision, consent or instruction of the Shareholders' Representative as being the decision, consent or instruction of each and every Company Equity Holder. The Escrow Agent, Parent and the Surviving Corporation are hereby relieved from any liability to any Person for the acts done by them in accordance with such decision, consent or instruction of the Shareholders' Representative. In performing the functions specified in this Agreement, the Shareholders' Representative will not be liable to any Company Equity Holder in the absence of fraud or willful misconduct on the part of the Shareholders' Representative, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of the Shareholders' Representative's good faith. If the Shareholders' Representative shall resign or become unable to fulfill its duties as such, then the Shareholders' Representative shall be entitled to conclusively rely upon appoint its replacement and shall promptly notify the directions, instructions Escrow Agent and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf Parent of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsappointment.

Shareholders’ Representative. Each As used herein, the term "Shareholders Representative" shall mean Xxxxxxx X. Xxxxxxxx, or, if Xxxxxxx X. Xxxxxxxx dies, resigns, or for any reason refuses or is unable to act, the substitute (which shall be a natural person) specified in a written notice of substitution signed by at least two of the Selling Shareholders (including the Former Company Share Award Holders)three following persons: Xxxxx Xxxxxxxx Xxxxxx, by virtue of its, his or her execution Xxxxx X. Xxxxxxxx and delivery of Xxxx X. Xxxxxxxx. By signing this Agreement (directlyand approving the Merger, by proxy or pursuant to a power of attorney)the Shareholders have irrevocably made, hereby irrevocably constitutes constituted and appoints Xxxxx Xxxxx, a Principal and appointed the Chief Executive Officer of the Company Shareholders Representative as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s their true and lawful representative, agent and attorney-in-fact with full power of substitution (a) to act on such Selling Shareholder’s behalf with respect do any and all things and execute any and all documents which may be necessary, convenient or appropriate to facilitate the consummation of the transactions contemplated by this Agreement, (b) to undertake the duties ascribed to the Shareholders Representative under this Agreement and (c) to execute any actions permitted amendments to this Agreement for any reason deemed appropriate by the Shareholders Representative, in his sole discretion. The Surviving Company and the Buyer shall be taken entitled to rely conclusively upon action or inaction by such Selling Shareholderthe Shareholders Representative as being fully authorized and approved by and binding upon all of the Shareholders notwithstanding any assertion by any Shareholder to the contrary, or any of them, after it being the date purpose and intent of this Agreement in connection with Section 4.8 that Buyer and the Company shall be entitled to treat the Shareholders Representative as if such person were the sole selling Shareholder of all Company Shares. By approving of this Agreement and the other Transaction Documents Merger, the Shareholders have acknowledged and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, agreed that the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, have no liability to any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, Shareholder with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm actions or omissions in the future upon the request of the his capacity as Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted except to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of extent that such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder are in connection with the Transactionsbad faith or constitute gross negligence.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders)The Shareholder Representative shall, by virtue of itsthe Merger, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and appointed attorney-in-fact and authorized and empowered to act act, for and on behalf of any or all of Company Shareholders (with full power of substitution in the premises), in connection with the provisions of Article IX as they relate to Company and Company Shareholders generally, and such Selling other matters as are reasonably necessary for the consummation of the transactions contemplated hereby including, without limitation, (i) to compromise on their behalf with Parent any claims asserted thereunder, (ii) to execute and deliver on behalf of Company Shareholders any documents or agreements contemplated by or necessary or desirable in connection with this Agreement, (iii) to administer and resolve any disputes with respect to the computation of any adjustments to the Purchase Price and the Purchase Notes and (iv) to take such further actions including coordinating and administering post-closing matters related to the rights and obligations of Company Shareholders (including exchanges of the Purchase Notes) as are authorized in this Agreement (the above named representative, as well as any subsequent representative of Company Shareholders appointed by Company Shareholders being referred to herein as the “Shareholders’ Representative”). The Shareholders’ Representative shall not be liable to any Company Shareholder’s behalf , Parent, the Surviving Corporation or their respective Affiliates or any other Person with respect to any actions permitted action taken or omitted to be taken by such Selling Shareholder, the Shareholders’ Representative in his role as Shareholders’ Representative under or any of them, after the date of this Agreement in connection with this Agreement unless such action or omission results from or arises out of fraud, gross negligence, willful misconduct or bad faith on the part of the Shareholders’ Representative. Parent, Merger Sub and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent Surviving Corporation shall be entitled to conclusively rely upon on such appointment and treat such Shareholders’ Representative as the directions, instructions and notice duly appointed attorney-in-fact of each Company Shareholder. Each Company Shareholder who votes in favor of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) Merger pursuant to this Agreementthe terms hereof, by such vote and without any further action, and each Selling Company Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder who receives Merger Consideration in connection with the TransactionsMerger, by acceptance thereof and without any further action, confirms such appointment and authority.

Shareholders’ Representative. Each The parties have agreed that it is desirable to designate a representative to act on behalf of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer shareholders of the Company as of immediately prior to the date of this Agreement Second Effective Time (the “Shareholders Shareholders”) for certain limited purposes, as specified herein (the “Shareholders’ Representative”). The Shareholders hereby designate Shareholder Representative Services LLC as the initial Shareholders’ Representative. The Shareholders’ Representative may resign at any time, and the Shareholders’ Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Company Shares outstanding as of immediately prior to the Second Effective Time, voting together as a single class on an as converted basis to Company Ordinary Shares (the “Majority Holders”). In the event that a Shareholders’ Representative has resigned or been removed, a new Shareholders’ Representative shall be appointed by a vote of the Majority Holders, such Selling Shareholder’s true appointment to become effective upon the written acceptance thereof by the new Shareholders’ Representative. The Shareholders’ Representative shall have such powers and lawful representativeauthority as are necessary to carry out the functions assigned to it under this Agreement; provided, agent and attorney-in-fact however, that the Shareholders’ Representative shall have no obligation to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholderof the Shareholders except as expressly provided herein. Without limiting the generality of the foregoing, or any of themthe Shareholders’ Representative shall have full power, authority and discretion to, after the date of Second Effective Time (i) negotiate and enter into amendments to this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully (ii) give and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in receive notices and other communications relating to this Agreement and the transactions contemplated hereby on behalf of the Shareholders, (iii) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby, including any disputes related to the Earnout Payments, in each case on behalf of the Shareholders and (iv) take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing. The Shareholders’ Representative shall have no liability to TRTL, TRTL Parent, the Company or any other Transaction Document to an action to be taken by the Selling Shareholders shall, Shareholder with respect to actions taken or omitted to be taken, except to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request extent arising out of the Shareholders Shareholders’ Representative’s fraud, any action taken by the Shareholders bad faith, gross negligence or willful misconduct. The Shareholders’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in the exercise of the agency connection with exercising its powers and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency performing its function hereunder and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon on the directions, instructions opinions and notice advice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required Persons. The Shareholders’ Representative shall be entitled to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or reimbursement solely from the Shareholders Representative in for all reasonable expenses, disbursements and advances (including fees and disbursements of its capacity as such shall be conclusively deemed to have been provided to or from each of counsel, experts and other agents and consultants) incurred by the Selling Shareholders, as applicable’ Representative. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, will indemnify, defend and hold harmless the Shareholders Shareholders’ Representative with respect to from and against any and all actions so taken losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders’ Representative’s execution and performance of this Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative will reimburse the Shareholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Representative by the Shareholders, any such Representative Losses may be recovered by the Shareholders’ Representative from (i) the funds in the Expense Fund, and (ii) from any Earnout Amount at such time as any such amounts would otherwise be distributable to the Shareholders; provided, that while this section allows the Shareholders’ Representative to be paid from the Expense Fund and the Earnout Amount, this does not relieve the Shareholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Shareholders or otherwise. The Shareholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Shareholders’ Representative or the termination of this Agreement.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), Shareholder hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement Vital Xxxxxx (the “Shareholders Shareholders’ Representative”)) as the agent, to be such Selling Shareholder’s true and lawful representative, agent mandatory and attorney-in-fact of such Shareholder to act on such Selling Shareholder’s behalf with respect to take any actions action required or permitted to be taken by such Selling ShareholderShareholder under the terms of this Agreement, including, without limiting the generality of the foregoing, the right to waive, modify or amend any of them, after the date terms of this Agreement in connection with any respect, whether or not material, and to settle indemnification claims or any disputed matters arising under this Agreement and Agreement, the other Transaction Documents and Ancillary Agreements or any of the transactions contemplated hereby and or thereby, in accordance with but excluding the terms and conditions right to receive funds on behalf of the Transaction Documentssuch Shareholder. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, Each Shareholder agrees to be bound by any and all actions which taken by Shareholders’ Representative on his or its behalf. Shareholders agree jointly (but not solidarily) to indemnify Shareholders’ Representative 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 by him as Shareholders’ Representative and any and all actions, proceedings, demands, assessments, or judgments, costs, and expenses incidental thereto, except to the Shareholders extent that the same result from bad faith or gross negligence on the part of Shareholders’ Representative, and in each case solely to the extent of such Shareholder’s Designated Percentage of the aggregate amount so owed to the Shareholder’s Representative. Buyer shall be entitled to rely exclusively and completely upon any communications given by Shareholders’ Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirmsShareholder, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, shall not be liable for any action taken or not taken in reliance upon Shareholders’ Representative nor have any duty to inquire as to whether Shareholders’ Representative has received any Consent of any Shareholder. Buyer shall be entitled to disregard any notices or communications given or made by the Shareholders Representative in the exercise of the agency and any Shareholder unless given or made through Shareholders’ Representative. The power of attorney granted by each Shareholder to the Shareholders Shareholders’ Representative pursuant to this Section 7.18, which agency hereunder is irrevocable and power of attorney, being coupled with an interest. Notwithstanding the appointment of Shareholders’ Representative hereunder, is irrevocable and a durable agency and power Buyer may require the written concurrence of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating Shareholder to any action taken or omission made hereunder. Shareholders’ Representative hereby accepts such mandate and agrees to serve in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionscapacity.

Shareholders’ Representative. Each The Shareholders hereby irrevocably appoint Xxxxxxx X. Xxxxxx, Xx., a Shareholder, to serve as representative of all of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution from and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of after the date of this Agreement (the “Shareholders "Shareholders' Representative”"). EACH SHAREHOLDER HEREBY AUTHORIZES THE SHAREHOLDERS' REPRESENTATIVE TO ACT AS ATTORNEY-IN-FACT ON BEHALF OF SUCH SHAREHOLDER WITH RESPECT TO ANY ACT REQUIRED OR PERMITTED TO BE TAKEN BY SUCH SHAREHOLDER HEREUNDER (INCLUDING, to be such Selling Shareholder’s true and lawful representativeWITHOUT LIMITATION, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling ShareholderTO SPECIFY THE MANNER OF MAKING PAYMENT TO SUCH SHAREHOLDER HEREUNDER OR TO RECEIVE ANY FUNDS TO BE PAID BY OR ON BEHALF OF BUYER TO SUCH SHAREHOLDERS HEREUNDER). WITH RESPECT TO ANY DISPUTE THAT MAY ARISE HEREUNDER OR UNDER ANY RELATED AGREEMENT, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction DocumentsEACH SHAREHOLDER AGREES THAT HE OR SHE MAY ACT ONLY THROUGH THE SHAREHOLDERS' REPRESENTATIVE. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent Any Party hereto shall be entitled to conclusively rely rely, and shall be fully protected in relying, upon all actions taken by the directionsShareholders' Representative. The Shareholders' Representative may not be changed without the consent of Purchaser, instructions and notice except as provided in the next sentence. In the event of the death of the Shareholder' Representative, the Shareholders shall promptly irrevocably appoint by a majority vote of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required (based on stock ownership immediately prior to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each Closing) one of the Selling remaining Shareholders (or beneficial owners of Shareholders that are entities) who is a natural person to act as the Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions' Representative.

Shareholders’ Representative. (a) Each of the Selling Shareholders Persons designated in the preamble hereto as the Shareholders’ Representative hereunder shall have each of the rights, duties and obligations of the Shareholders’ Representative set forth in this Section 11.1, and, notwithstanding anything to the contrary set forth in this Agreement or any Transaction Document, Parent and the Surviving Corporation (including i) shall be entitled to rely on any communication from either of the Former Company Share Award Holders)Persons designated as the Shareholders’ Representative as the action of the Shareholders’ Representative hereunder, by virtue and (ii) shall be deemed to have delivered any required notice hereunder or under any Transaction Document to the Shareholders’ Representative upon delivery of its, his or her execution and delivery notice in accordance with Section 11.2 of this Agreement (directly, by proxy or pursuant any corresponding section of any Transaction Document to a either of the Persons designated as the Shareholders’ Representative. The Shareholders’ Representative may be removed at any time upon the written election of the Shareholders representing at least 75% of the aggregate voting power of attorney), the Shares immediately prior to the Closing; provided that such Shareholders concurrently elect a replacement Shareholders’ Representative and Parent is given prompt written notice of such replacement by the Shareholders’ Representative. Each Shareholder hereby irrevocably constitutes and appoints Xxxxx Xxxxxthe Shareholders’ Representative, a Principal and the Chief Executive Officer including any replacement of the Company any such Shareholders’ Representative, as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact for such Shareholder with full power and authority to act on such Selling Shareholder’s behalf execute any amendment or waiver of this Agreement and any other document or instrument necessary or advisable in order to carry out the provisions of this Agreement, to give and receive notices and communications, to dispute any claim of any Parent Indemnified Party with respect to indemnification hereunder, to agree to, negotiate, enter into settlements and compromises of, and to comply with orders of courts with respect to any actions permitted dispute or loss and to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and in the other Transaction Documents (except as provided above) for and on behalf judgment of the Selling Shareholders, as fully and effectively as if ’ Representative for the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request accomplishment of the Shareholders Representativeforegoing; provided, any action taken by however, that the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders ’ Representative shall not have the power or authority to execute an amendment, waiver, document or other instrument that, notwithstanding any liability other provision to the contrary, increases in any material respect the obligations or liabilities of any Shareholder without the prior written consent of that Shareholder. The Shareholders shall, pro rata, be responsible for the payment of all fees and expenses reasonably incurred by the Shareholders’ Representative in performing its/his duties under this Agreement. All decisions of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith Shareholders’ Representative may be relied upon by the Shareholders Representative (in its capacity as such) pursuant to this AgreementParent, the Company and any third person, and shall be binding and conclusive upon each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholder.

Shareholders’ Representative. (a) Each of the Selling Shareholders (including Sellers hereby appoints the Former Company Share Award Holders), by virtue Shareholders’ Representative as its representative in respect of its, his or her execution and delivery of all matters arising under this Agreement (directlyor the Transactions, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”)Shareholders’ Representative is and shall be authorized by each Seller to act, to be such Selling Shareholder’s true and lawful representativeor refrain from acting, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholderor on behalf of any Seller or the Shareholders’ Representative, or including to enforce any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyrights granted to any Seller hereunder, in accordance with each case as the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Shareholders’ Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be believes is necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) Ancillary Agreements, for and on behalf of the Selling Sellers. The Sellers shall be bound by all such actions taken by the Shareholders’ Representative and no Seller shall be permitted to take any such actions. The Shareholders’ Representative shall not be liable to the Sellers for any error of judgment, as fully or any action taken, suffered or omitted to be taken, in connection with the performance by the Shareholders’ Representative of the Shareholders’ Representative’s duties or the exercise by the Shareholders’ Representative of the Shareholders’ Representative’s rights and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in remedies under this Agreement or any Transaction Agreement, except in the case of its bad faith or willful misconduct. No bond shall be required of the Shareholders’ Representative. The Shareholders’ Representative may consult with legal counsel, independent public accountants and other Transaction Document to an experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to the advice of such counsel, accountants or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicableexperts. The Shareholders Shareholders’ Representative shall not have any liability duty to ascertain or to inquire as to the performance or observance of any of the Selling Shareholders arising out terms, covenants or conditions of this Agreement or relating any Ancillary Agreement. Without limiting the generality of the foregoing, the Shareholders’ Representative shall have the full power and authority to interpret all the terms and provisions of this Agreement and the Ancillary Agreements, and to consent to any action taken waiver or omission made amendment hereof or thereof on behalf of all Sellers and their respective successors, unless such waiver or amendment will be disproportionately adverse to a Seller relative to another Seller, in good faith by which case any such waiver or amendment shall require the Shareholders consent of such Seller; provided that, the Shareholders’ Representative (in its capacity as such) pursuant shall not have the authority to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative consent to any waiver or amendment on behalf of Highlander with respect to Section 7.02(e). Purchaser shall be entitled to rely on all statements, representations, decisions of, and actions so taken or omissions made on behalf of such Selling Shareholder up omitted to be taken by, the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders’ Representative relating to this Agreement or any Ancillary Agreement.

Shareholders’ Representative. Each of By executing this Agreement, the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement shall have appointed Xxxxxx X. Xxxxxxx (the “Shareholders "Shareholders' Representative”)") as their agent and attorney in fact to give and receive notices and communications, to be appoint the Escrow Agent, to execute the Escrow Agreement, to authorize payment to the Purchaser of cash from the applicable Escrow Fund in satisfaction of claims by the Purchaser, to object to such Selling Shareholder’s true payments, to agree to, negotiate, enter into settlements and lawful representativecompromises of, agent and attorney-in-fact to act on such Selling Shareholder’s behalf demand arbitration and comply with orders of courts and awards of arbitrators with respect to any such claims, and to take all other actions permitted to be taken by such Selling Shareholderthat are either (a) necessary or appropriate in the judgment of the Shareholders' Representative for the accomplishment of the foregoing, or any of them, after (b) specifically mandated by the date terms of this Agreement Agreement. Any vacancy in connection with this Agreement the position of Shareholders' Representative may be filled by the holders of a majority in interest of the Escrow Funds. No bond shall be required of the Shareholders' Representative and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Shareholders' Representative shall take not receive compensation for its services. Notices or refrain other communications to or from taking, and the Selling Shareholders each agree that Shareholders' Representative shall constitute notice to or from the Shareholders Representatives may take Shareholders. The Shareholders' Representative shall not be liable for any act done or refrain from taking, any and all actions which omitted hereunder as the Shareholders Shareholders' Representative reasonably believes, while acting in good faith, to be necessary or appropriate under this Agreement faith and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of reasonable judgment. The Shareholders on whose behalf the agency Escrow Amounts were was contributed to the Escrow Funds shall indemnify the Shareholders' Representative and power hold the Shareholders' Representative harmless against any loss, liability or expense incurred without negligence or bad faith on the part of attorney granted the Shareholders' Representative and arising out of or in connection with the acceptance or administration of the Shareholders' Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholders' Representative. After all claims for Losses by the Purchaser set forth in Claim Notices delivered to the Escrow Agent and the Shareholders' Representative has been satisfied, or reserved against, the Shareholders' Representative, with the consent of the majority in interest in the Escrow Funds, may recover from the Escrow Fund on the Release Date (prior to the distribution of the Escrow Funds to the Shareholders Representative pursuant to this Section 7.187.6) payments not yet paid for any expenses incurred in connection with the Shareholders' Representative's representation hereby. A decision, which agency and power act, consent or instruction of attorney, being coupled with an interest, is irrevocable and the Shareholders' Representative shall constitute a durable agency and power decision of attorney the Shareholders and shall survive be final, binding and conclusive upon the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholders' Representative as being the decision, act, consent or instruction of the Shareholders. The Escrow Agent and the Purchaser are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholders' Representative. Subject to the Purchaser's prior claims for indemnification against the Escrow Funds, the Shareholders' Representative shall be entitled to conclusively rely upon the directionsreceive payment for its reasonable and documented expenses therefrom, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability prior to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up payments to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), Principal Shareholder hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement Erxx Xxxx (the “Shareholders Shareholders’ Representative”), to be as such Selling Principal Shareholder’s true and lawful representative, agent and attorney-in-fact fact, with full power and authority to act act, including full power of substitution, in his, her or its name and on such Selling Shareholder’s his, her or its behalf with respect to all matters arising from or in any actions permitted way relating to be taken by such Selling Shareholder, or any of them, after the date of this Agreement and any other agreement entered into in connection with this Agreement (including the Ancillary Agreements) or the Transaction, including to do all things and the other Transaction Documents and the transactions contemplated hereby and therebyto perform all acts required or deemed advisable, in accordance its sole discretion, in connection with the terms Transaction as fully as such Principal Shareholder could if then personally present and conditions acting alone. Without limitation, (i) any communication or other delivery validly delivered to the Shareholders’ Representative shall be deemed to have been validly delivered to each Principal Shareholder, (ii) any consent given or waiver of any provision of this Agreement or any other agreement entered into in connection with this Agreement, by the Transaction Documents. In such representative capacityShareholders’ Representative shall be binding upon each and every Principal Shareholder, and (iii) except as otherwise provided in Section 11.1, the Shareholders Shareholders’ Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, is hereby authorized to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) execute for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in each Principal Shareholder any amendment to this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, agreement entered into in connection with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18Agreement. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request This appointment of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and this power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being is coupled with an interest, is interest and shall be irrevocable and a durable agency and power shall not be terminated by any Principal Shareholder or by operation of attorney and law. Neither the Shareholders’ Representative nor any agent employed by it shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled incur any Liability to conclusively rely upon the directions, instructions and notice any Principal Shareholder by virtue of the Shareholders failure or refusal of the Shareholders’ Representative for any reason to consummate the Transaction or relating to the performance of its other duties hereunder or any of its omissions or actions with respect thereto. The Principal Shareholders, jointly and severally, agree to indemnify the Shareholders’ Representative, when it is acting in their capacity as such under this Section 7.18his successors, assigns, agents, attorneys and affiliates (the “Shareholders’ Representative Parties”) and to hold the Shareholders’ Representative Parties harmless against any and all losses, Liabilities or expenses incurred without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from bad faith on the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each part of the Selling Shareholders, as applicable. The Shareholders ’ Representative shall not have any liability to any of the Selling Shareholders and arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with his duties as Shareholders’ Representative, including the Transactionsreasonable costs and expenses incurred by the Shareholders’ Representative in defending against any claim or Liability in connection herewith.

Shareholders’ Representative. Each The parties have agreed that it is desirable to designate a representative to act on behalf of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer shareholders of the Company as of immediately prior to the date of this Agreement Second Effective Time (the “Shareholders Shareholders”) for certain limited purposes, as specified herein (the “Shareholders’ Representative”). The Shareholders hereby designate Shareholder Representative Services LLC as the initial Shareholders’ Representative. The Shareholders’ Representative may resign at any time, and the Shareholders’ Representative may be removed by the vote of Persons which collectively owned more than fifty percent (50%) of the Company Ordinary Shares outstanding as of immediately prior to the Second Effective Time, voting together as a single class on an as converted basis to Company Ordinary Shares (the “Majority Holders”). In the event that a Shareholders’ Representative has resigned or been removed, a new Shareholders’ Representative shall be appointed by a vote of the Majority Holders, such Selling Shareholder’s true appointment to become effective upon the written acceptance thereof by the new Shareholders’ Representative. The Shareholders’ Representative shall have such powers and lawful representativeauthority as are necessary to carry out the functions assigned to it under this Agreement; provided, agent and attorney-in-fact however, that the Shareholders’ Representative shall have no obligation to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholderof the Shareholders except as expressly provided herein. Without limiting the generality of the foregoing, or any of themthe Shareholders’ Representative shall have full power, authority and discretion to, after the date of Second Effective Time (i) negotiate and enter into amendments to this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully (ii) give and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in receive notices and other communications relating to this Agreement and the transactions contemplated hereby on behalf of the Shareholders, (iii) take or refrain from taking any actions (whether by negotiation, settlement, litigation or otherwise) to resolve or settle all matters and disputes arising out of or related to this Agreement and the transactions contemplated hereby, in each case on behalf of the Shareholders and (iv) take all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing. The Shareholders’ Representative shall have no liability to TRTL, TRTL Parent, the Company or any other Transaction Document to an action to be taken by the Selling Shareholders shall, Shareholder with respect to actions taken or omitted to be taken, except to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request extent arising out of the Shareholders Shareholders’ Representative’s fraud, any action taken by the Shareholders bad faith, gross negligence or willful misconduct. The Shareholders’ Representative shall be entitled to engage such counsel, experts and other agents and consultants as it shall deem necessary in the exercise of the agency connection with exercising its powers and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency performing its function hereunder and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon on the directions, instructions opinions and notice advice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required Persons. The Shareholders’ Representative shall be entitled to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or reimbursement solely from the Shareholders Representative in for all reasonable expenses, disbursements and advances (including fees and disbursements of its capacity as such shall be conclusively deemed to have been provided to or from each of counsel, experts and other agents and consultants) incurred by the Selling Shareholders, as applicable’ Representative. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, will indemnify, defend and hold harmless the Shareholders Shareholders’ Representative with respect to from and against any and all actions so taken losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders’ Representative’s execution and performance of this Agreement, in each case as such Representative Loss is suffered or incurred; provided, that in the event that any such Representative Loss is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of the Shareholders’ Representative, the Shareholders’ Representative will reimburse the Shareholders the amount of such indemnified Representative Loss to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Shareholders’ Representative by the Shareholders, any such Representative Losses may be recovered by the Shareholders’ Representative from the funds in the Expense Fund; provided, that while this section allows the Shareholders’ Representative to be paid from the Expense Fund, this does not relieve the Shareholders from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Shareholders’ Representative from seeking any remedies available to it at law or otherwise. In no event will the Shareholders’ Representative be required to advance its own funds on behalf of the Shareholders or otherwise. The Shareholders acknowledge and agree that the foregoing indemnities will survive the resignation or removal of the Shareholders’ Representative or the termination of this Agreement.

Shareholders’ Representative. Each of (m) Effective immediately prior to the Selling Shareholders (including Effective Time, and without any further action by the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer any of the Company Shareholders, the Company hereby appoints Xxxx X. Xxxxx, as of the date of this Agreement Shareholders’ Representative (the “Shareholders Shareholders’ Representative”)) for each of the Company Shareholders, as each of such shareholder’s agent, to be act in each of such Selling Shareholdershareholder’s true name, place and lawful representativestead, agent and as such shareholder’s attorney-in-fact fact, to act on such Selling Shareholder’s behalf execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement with respect to such shareholders (including any actions permitted to be taken by such Selling Shareholder, amendments or any of them, after the date waivers of this Agreement and such other documents and agreements), to make all elections or decisions contemplated by this Agreement and any other agreements contemplated by this Agreement including, the initiation or defense of claims for indemnification or other litigation or proceedings, to give and receive on behalf of such shareholders any and all notices from or to any such shareholder or shareholders hereunder and to engage such third parties (including the execution of agreements on behalf of such shareholders in connection therewith) as the Shareholders’ Representative determines to be appropriate and in the best interests of such shareholders, and does hereby give and grant unto the Shareholders’ Representative the power and authority to do and perform each such act and thing whatsoever, that such Company Shareholders may or are required to do pursuant to this Agreement and all other documents and agreements executed and delivered by such shareholders in connection with this Agreement Agreement, and to amend, modify or supplement any of the other Transaction Documents foregoing in each such shareholders’ name, place and stead, as if such shareholder had personally done such act, and Xxxx X. Xxxxx, as Shareholders’ Representative, hereby accepts such appointment. Any proceeds received by the transactions contemplated hereby and therebyShareholders’ Representative on behalf of the Company Shareholders from Parent the Surviving Entity or the Post-Closing Escrow Account on behalf of the Company Shareholders shall be turned over to such shareholders as promptly as practicable by the Shareholders’ Representative, in accordance with the terms and conditions provisions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for Post-Closing Escrow Agreement. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Company Shareholder shall not terminate such appointment or the authority and agency of the Shareholders’ Representative. The power-of-attorney granted in this Section 10.1 is coupled with an interest and is irrevocable. Parent and the Surviving Entity may conclusively rely upon, without independent verification or investigation, all decisions made by the Shareholders’ Representative on behalf of the Selling Company Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), by a) By virtue of its, his or her execution and delivery their approval of this Agreement (directlyAgreement, by proxy or pursuant the Shareholders will be deemed to a power of attorney)have irrevocably constituted and appointed, hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company effective as of the date of this Agreement Closing, Yag Patex (the “Shareholders xxe "Shareholder Representative”"), to be such Selling Shareholder’s as their true and lawful representative, agent and attorney-in-fact to act enter into any agreement in connection with the transactions contemplated by the Escrow Agreement, including, without limitation, entering into the Escrow Agreement and exercising on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, of the Shareholders all or any of themthe powers, after authority, rights and discretion conferred on them under or the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and therebyEscrow Agreement, in accordance with the including without limitation waiving any terms and conditions of any such agreement (other than the Transaction Documentspayment of the Escrow Fund), giving and receiving notices and communications, authorizing delivery to Parent of the Escrow Fund or other property from the Escrow Fund in satisfaction of claims by Parent, objecting to such deliveries, agreeing to, negotiating, entering into settlements and comprises of, and demanding arbitration and complying with orders of courts and awards of arbitrators with respect to such claims, and taking all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. In such representative capacity, the Shareholders The Shareholder Representative shall take not be liable for any act done or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders omitted hereunder as Shareholder Representative reasonably believes, while acting in good faith, to be necessary or appropriate under this Agreement faith and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and reasonable judgment. This power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being is coupled with an interestinterest and is irrevocable. Notices or communications to or from the Shareholder Representative shall constitute notice to or from the Shareholders. A decision, is irrevocable act, consent or instruction of the Shareholder Representative shall be final, binding and a durable agency and power of attorney and shall survive conclusive upon the deathShareholders, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively and Parent may rely upon the directionsany such decision, instructions and notice act, consent or instruction of the Shareholders RepresentativeShareholder Representative as being the decision, when it is acting in their capacity as such under this Section 7.18act, without being required to undertake any independent investigation consent or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each instruction of the Selling Shareholders, as applicable. The Shareholders Representative shall not have Escrow Agent and Parent are hereby relieved from any liability to any person for any acts done by them in accordance with such decision, act, consent or instruction of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsRepresentative.

Shareholders’ Representative. Each of (a) By execution hereof, the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution Seller and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), each Shareholder hereby irrevocably constitutes designates and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement Xxxxxxxx (the “Shareholders Shareholders’ Representative”), to be such Selling Shareholder’s true and lawful representative, as agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Seller and each Shareholder, and the true and lawful attorney in fact of the Seller and each Shareholder, with full power and authority in each of the Seller’s and Shareholders’ names, as fully to give and effectively as if receive notices and communications, to agree to, negotiate and enter into, on behalf of the Selling Shareholders were acting on their own behalf. Each reference in Seller and each such Shareholder, amendments, consents and waivers under this Agreement pursuant to the terms set forth herein, to make and receive payments on behalf of the Seller and each Shareholder pursuant to the terms set forth herein, to take such other actions as authorized by this Agreement, including the defense and/or settlement of any indemnification claims of any HealthStream Indemnified Person pursuant to Article VIII, to take all actions authorized by the Escrow Agreement, including defending or settling any other Transaction Document claims thereunder and releasing and transferring any of the Escrowed Cash to an action HealthStream in accordance with the terms set forth therein, and all actions necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing. All such actions of the Shareholders’ Representative shall be deemed to be taken facts ascertainable outside this Agreement and shall be binding on the Seller and the Shareholders. Such agency may be changed by a vote or written consent by the Selling Shareholders shall, with respect holders of a majority of the shares of capital stock of the Company immediately prior to the Selling consummation of the Restructuring, voting in the same manner as would have been voted in accordance with the organizational documents of the Company as in effect immediately prior to the Restructuring (the “Majority Holders”), from time to time upon not less than ten days’ prior written notice to HealthStream. If at any time the Shareholders’ Representative resigns, be taken by dies or becomes incapable of acting, the Majority Holders shall choose another Person to act as the Shareholders’ Representative under this Agreement. Neither the Seller nor the Shareholders Representative on their behalf may make a claim for indemnity against HealthStream pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirmsAgreement except through the Shareholders’ Representative, and agrees to ratify and confirm in the future who shall make such a claim only upon the request written direction of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsMajority Holders.

Shareholders’ Representative. Each 11.11.1. By virtue of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directlyAgreement, by proxy or pursuant to a power of attorney)each Consideration Recipient herby irrevocably agrees, hereby irrevocably constitutes and appoints Xxxxx XxxxxXxx Xxxxxxxx as the true, a Principal exclusive and the Chief Executive Officer lawful agent and attorney in fact of the Company Consideration Recipients (i) to act as the Shareholders’ Representative for and on behalf of the date of this Agreement Consideration Recipients and to have the right, power and authority to perform all actions (or refrain from taking any actions) the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representativeRepresentative shall deem necessary, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholderappropriate or advisable in connection with, or any of themrelated to, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby herein (the “Transaction”), (ii) to act in the name, place and therebystead of each Consideration Recipient (A) in connection with the Transaction, in accordance with the terms and conditions provisions of this Agreement, and (B) in any Claim involving this Agreement, and (iii) to do or refrain from doing all such further acts and things, and to execute all such documents as the Shareholders’ Representative shall deem necessary or appropriate in connection with the Transaction (including any Transaction Document). Without derogating from the generality of the above, the Shareholders’ Representative shall have the right, power and authority to act for the Consideration Recipients in connection with indemnification to be provided under Section ‎9 and to agree to, negotiate, and enter into settlements, adjustments and compromises of, and comply with orders of courts and awards of arbitrators with respect to, such claims, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholders’ Representative for the accomplishment of the foregoing or (ii) specifically mandated or permitted by the terms of this Agreement. The Consideration Recipients will be bound by all actions taken by Shareholders’ Representative in connection with the Transaction Documents. In The Shareholders’ Representative may resign at any time; provided, that the Shareholders’ Representative may not be removed unless a majority of the Consideration Recipients (as determined by the vote of the majority holders of the shares issued herein) agree in writing to such representative capacityremoval and that a new substituted Shareholders’ Representative is being appointed (whose identity shall be determined by such then majority of Consideration Recipients, as determined by the Shareholders vote of the holders of the majority of the BiomX shares issued herein). A vacancy (including by way of a Deemed Resignation) in the position of the Shareholders’ Representative may be filled by a majority of the Consideration Recipients (as determined by the vote of the majority holders of the shares issued herein) and subject to Purchaser’s approval of such successor Shareholders’ Representative, not to be unreasonably withheld or delayed. No bond shall take or refrain from takingbe required of the Shareholders’ Representative, and the Selling Shareholders each agree that the Shareholders Representatives may take Shareholders’ Representative shall not receive any compensation for its services. Notices or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement communications to or from the Shareholders Shareholders’ Representative in its capacity as such shall be conclusively deemed to have been provided constitute notice to or from each of the Selling Shareholders, as applicableConsideration Recipients. The Shareholders Consideration Recipients shall cause a Person to be appointed promptly as the Shareholders’ Representative shall not have if at any liability to time there is no Person serving as the Shareholders’ Representative for any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsreason.

Shareholders’ Representative. Each (d) The rights of the Selling Shareholders (including Escrow Participants to receive disbursements from the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or Escrow Fund pursuant to a power the Escrow Agreement shall be subject to the right of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement Xxxxxxx X. Xxxxxx (the “Shareholders Shareholders’ Representative”), ) to be such Selling Shareholder’s true take any and lawful representative, agent all actions and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to make any actions and all decisions sd-625790 required or permitted to be taken or made by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Shareholders’ Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and or the other Transaction Documents (except as provided above) for and on behalf of the Selling ShareholdersEscrow Agreement, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in including the exercise of the agency right to: (i) give and power receive notices and communications under Article 8 or the Escrow Agreement; (ii) authorize delivery to Parent of attorney granted Parent Common Stock from the Escrow Fund in satisfaction of claims for indemnification made by Parent under Article 8; (iii) object to claims for indemnification made by Parent under Article 8; (iv) agree to, negotiate, enter into settlements and compromises of and comply with court orders with respect to claims for indemnification made by Parent under Article 8; (v) undertake any defense of Third-Party Claims; (vi) amend or waive the Shareholders Escrow Agreement and (vii) take all actions necessary or appropriate in the good faith judgment of the Shareholders’ Representative pursuant to this Section 7.18for the accomplishment of the foregoing. The identity of the Shareholders’ Representative may be changed, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power successor Shareholders’ Representative may be appointed, from time to time (including in the event of attorney and shall survive the resignation or the death, disability or other incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Shareholders’ Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification) by Escrow Participants whose aggregate Escrow Participation Percentages exceed sixty percent (60%), and any notice provided such successor shall succeed the Shareholders’ Representative as Shareholders’ Representative hereunder. No bond shall be required of the Shareholders’ Representative, and the Shareholders’ Representative shall be reimbursed for costs and expenses (including overhead expenses) incurred in accordance with this Agreement to or such capacity from the Shareholders Representative in its capacity as such Reimbursement Amount. From and after the Effective Time, a decision, act, consent or instruction of the Shareholders’ Representative shall be conclusively deemed to have been provided to or from final, binding and conclusive upon each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsEscrow Participant.

Shareholders’ Representative. (A) Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx XxxxxAndrew M. Xxxxxx, a Principal and the Chief Executive Officer of the Company XXX, xnd Mr. Huntxx xxxxxx accepts such appointment, as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, their agent and attorney-in-fact with full power of substitution and revocation to act do any and all things and execute any and all documents on such Selling Shareholder’s his or her behalf which may be necessary, convenient or appropriate with respect to: (i) amendments to this Agreement, provided that no amendment shall materially adversely affect the rights of any one Shareholder relative to any actions permitted other Shareholders; (ii) the execution of documents and certificates pursuant to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions Agreement; (iii) determination of the Transaction DocumentsWorking Capital Adjustment; (iv) receipt and forwarding of notices and communications pursuant to this Agreement; and (v) negotiation and compromise of any indemnity claims made by Buyer hereunder. In such representative capacity, the The Shareholders Representative shall is authorized (i) to take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be considers necessary or appropriate under this Agreement desirable in connection with the defense, pursuit or settlement of any determinations relating to the matters described above, including to sue, defxxx, negotiate, settle and the other Transaction Documents (except as provided above) compromise any such claims for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in indemnification made by Buyer pursuant to this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representativeagreements or transactions contemplated hereby; (ii) to engage and employ agents and representatives (including accoutants, any action taken by legal counsel and other professionals) and to incur such other expenses as he shall deem necessary or prudent in connection with the Shareholders Representative in the exercise administration of the agency foregoing; and power of attorney granted (iii) to the Shareholders Representative pursuant to this Section 7.18, take all other actions and exercise all other rights which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as suchhis sole discretion) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken considers necessary or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder appropriate in connection with the Transactionsforegoing. Notwithstanding anything to the contrary contained in this Agreement, the Shareholders Representative shall have no duties or responsibilities except as expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Shareholder shall otherwise exist against the Shareholders Representative.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution designates Xxxxxxx Xxxxxxxxxx as its representative and delivery of attorney-in-fact for all purposes under this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Escrow Agreement (the “Shareholders Representative”"SHAREHOLDERS' REPRESENTATIVE"), including without limitation, (i) taking all action necessary in connection with the indemnification obligations of the Shareholders under this Agreement and the Escrow Agreement, including the defense or settlement of any claims and the making of payments with respect thereto, (ii) giving and receiving on behalf of the Shareholders all notices required to be given under this Agreement and the Escrow Agreement, (iii) executing the Escrow Agreement as attorney-in-fact for and on behalf of the Shareholders, (iv) agreeing to and executing amendments to this Agreement, and (v) taking any and all additional action as is contemplated to be taken by or on behalf of the Shareholders by the Shareholders' Representative pursuant to this Agreement and the Escrow Agreement. Any such Selling action taken by the Shareholders' Representative shall be valid and binding on each of the Shareholders. Each of the Shareholders also appoints the Shareholders' Representative as such Shareholder’s true and lawful representative, agent 's custodian and attorney-in-fact to act on for such Selling Shareholder’s behalf Shareholder in connection with respect to any actions permitted the Escrow Agreement arrangements as contemplated by the terms hereof and thereof, and the Shareholders' Representative hereby accepts such appointment. It is agreed by each of the Shareholders that the Buyer Common Stock to be taken held in custody by the Escrow Agent under the Escrow Agreement (the "ESCROW STOCK") will be subject to the interests of the Buyer and the Shareholders' Representative as attorney-in-fact; that the arrangements made by such Selling Shareholder hereunder and thereunder are irrevocable; and that the obligations of such Shareholder hereunder shall not be terminated by any acts of such Shareholder, or by operation of law, whether by the death or incapacity of such Shareholder or any other party to this Agreement or the occurrence of themany other event; and if any such death, incapacity or any other such event shall occur after the date execution of this Agreement in connection with this Agreement and before the other Transaction Documents Closing Date or the delivery of the Escrow Stock to Buyer, the Shareholders' Representative is nevertheless authorized and directed to hold and dispose of the transactions contemplated hereby Escrow Stock (and thereby, to instruct the Escrow Agent to hold and dispose of the Escrow Stock) in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the such death, incapacity or incompetence other event had not occurred, regardless of whether or not the Shareholder's Representative shall have received notice of such Selling Shareholderdeath, incapacity or other event. Each The designation by the Shareholders of Purchaser Xxxxxxx Xxxxxxxxxx as the Shareholders' Representative may not be revoked without the written consent of Buyer. All decisions and actions by the Shareholders' Representative, including without limitation any agreement between the Shareholders' Representative and the Buyer or the Escrow Agent shall be entitled relating to conclusively rely upon the directions, instructions and notice indemnification obligations of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18Agreement, without being required to undertake including the defense or settlement of any independent investigation or verificationclaims and the making of payments with respect hereto, shall be binding upon all of the Shareholders, and any notice provided in accordance with this Agreement no Shareholder shall have the right to object, dissent, protest or from otherwise contest the same. The Shareholders' Representative shall incur no liability to the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating with respect to any action taken or omission made suffered by the Shareholders' Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Shareholders under this Agreement, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders' Representative's own willful misconduct or negligence. The Shareholders' Representative may, in all questions arising under this Agreement or the Escrow Agreement, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders' Representative shall not be liable to the Shareholders. The Shareholders acknowledge and agree that the Shareholders' Representative (in its capacity as such) pursuant to this Agreement, may incur costs and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made expenses on behalf of the Shareholders in his capacity as Shareholders' Representative ("REPRESENTATIVE Expenses"). Each of the Shareholders agrees to pay the Shareholders' Representative, promptly upon demand by the Shareholders' Representative therefor, such Selling Shareholder's Proportionate Share of any Representative Expenses, provided that no Shareholder up shall be required to pay, in the net proceeds aggregate, Representative Expenses in an amount in excess of the Merger Consideration received by such Selling Shareholder in connection with the TransactionsShareholder.

Shareholders’ Representative. Each Capital Alliance Ventures Inc. (such person and any successor or successors being the "SHAREHOLDERS' REPRESENTATIVE") shall act as the representative of the Selling Shareholders holders of Company Shares and shall be authorized to act on behalf of such holders, and to take any and all actions required or permitted to be taken by the Shareholders' Representative under this Agreement or the Escrow Agreement, including, without limitation, with respect to any claims (including the Former Company Share Award Holders), settlement thereof) made by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or a Parent Indemnified Party for indemnification pursuant to a power of attorney), hereby irrevocably constitutes this Article 8 and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect Shareholders' Representative pursuant to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request terms of the Shareholders RepresentativeEscrow Agreement (including, any action taken by the Shareholders Representative in without limitation, the exercise of the agency power to (i) authorize the delivery of certain amounts in the Escrow Fund to a Parent Indemnified Party in satisfaction of claims by a Parent Indemnified Party, (ii) agree to, negotiate, enter into settlements and power compromises of, and comply with orders of attorney granted courts with respect to any claims for indemnification (iii) take all actions necessary in the judgment of the Shareholders' Representative for the accomplishment of the foregoing), (iv) incur and be reimbursed for any reasonable expenses incurred by the Shareholders' Representative in connection with the performance of its duties thereunder, which amounts shall be payable from the Escrow Fund after all distributions to Amalco have been made, and (v) reserve from the Escrow Amount to be distributed to the Shareholders Representative pursuant former shareholders of the Company a reasonable estimate of the expenses necessary to resolve any amounts that are the subject of or could become the subject of a dispute. In all matters relating to this Section 7.18Article 8, which agency and power the Shareholders' Representative shall be the only party entitled to assert the rights of attorney, being coupled with an interest, is irrevocable and a durable agency and power the holders of attorney and shall survive the death, incapacity or incompetence of such Selling ShareholderCompany Shares. Each of Purchaser and the Escrow Agent The Parent Indemnified Parties shall be entitled to conclusively rely upon the directionson all statements, instructions representations and notice decisions of the Shareholders Shareholders' Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each of (a) At least fifteen days prior to the Selling Effective Time, the Company shall appoint a Representative and an alternate Representative (the Shareholders (including the Former Company Share Award HoldersRepresentative). The Shareholders Representative shall, by virtue of itsthe Merger, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby be irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer appointed Representative of the Company as holders of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true Converted Shares and lawful representative, agent authorized and attorney-in-fact empowered to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of any or all of the Selling Shareholdersholders of Converted Shares in connection with the provisions of Sections 1.5(c) and 1.5(d) of the Agreement (the above named representative, as fully and effectively well as if any subsequent representatives of the Selling Shareholders were acting on their own behalfStockholders elected by vote of holders owning a majority of the Converted Shares outstanding immediately prior to the Effective Time being referred to herein as the "Stockholders' Representative"). Each reference Notwithstanding any statement contained in this Agreement to the contrary, Parent may rely conclusively, and shall be protected in so acting, upon any written order, notice, demand, certificate, statement, document or instruction (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any other Transaction Document to an action to be taken information therein contained) executed and delivered by the Selling Shareholders shallShareholders' Representative whether delivered in original form, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity facsimile or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicableotherwise. The Shareholders Stockholders' Representative shall not have any liability be liable to any of the Selling Shareholders arising out of or relating Stockholder with respect to any action taken or omission made omitted to be taken by any of the Stockholders' Representative acting in good faith by the Shareholders Representative (in its his capacity as such) pursuant to Stockholders' Representative under or in connection with this Agreement, unless such action or omission results from or arises out of fraud, willful misconduct or criminal action on the part of the Stockholders' Representative. Parent and Merger Sub shall be entitled to rely on such appointments and treat the Stockholders' Representatives as the duly appointed representatives of each holder of Converted Shares. Each Stockholder who votes in favor of the Merger and the transactions contemplated by this Agreement, by such vote, without any further action, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf holder of such Selling Shareholder up to the net proceeds received by such Selling Shareholder Converted Shares who receives Merger Consideration in connection with the TransactionsMerger, by acceptance thereof and without any further action, confirms such appointment and authority of the Stockholders' Representative and acknowledges and agrees that such appointment is irrevocable and coupled with an interest.

Shareholders’ Representative. Each (a) The Shareholders irrevocably nominate, constitute and appoint Xxxxx X. Xxxxx as their representative (the "Shareholders' Representative"), and Xxxxx X. Xxxxx hereby accepts his appointment as the Shareholders' Representative. Purchaser shall be entitled to deal exclusively with the Shareholders' Representative on all matters relating to this Agreement or any other Transaction Document, 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' Representative, as fully binding upon such Shareholder; provided, that in respect of indemnification claims under this Article VIII that relate to one or more Shareholders, but not all of the Selling Shareholders, Purchaser shall deal with the Shareholder or Shareholders (including subject to the Former Company Share Award Holders)indemnification claims and may not rely solely on actions taken by the Shareholders' Representative. If the Shareholders' Representative shall die, by virtue of its, become disabled or otherwise be unable to fulfill his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer responsibilities as representative of the Company as Shareholders, the Shareholders shall, within twenty days after such death or disability, appoint a successor representative and, promptly thereafter, shall notify Purchaser of the date identity of this Agreement (such successor. Any such successor shall become the “Shareholders "Shareholders' Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any " for purposes of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacityIf for any reason there is no Shareholders' Representative at any time, the Shareholders Representative shall take all references herein or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action the Shareholders' Representative shall be deemed to be taken by the Selling Shareholders shall, with respect refer to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each of (a) To the Selling extent permitted by Law, the Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and appoint the Chief Executive Officer of Shareholders’ Representative as the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent agent, proxy, and attorney-in-fact for all the Shareholders for all purposes under this Agreement including the full power and authority on the Shareholders’ behalf: (i) to act consummate the transactions contemplated by this Agreement including the execution and delivery of all other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (ii) to negotiate disputes arising under, or relating to, this Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith, (iii) to receive and disburse to the Shareholders any funds received on such Selling Shareholder’s behalf with respect of the Shareholders under this Agreement, or otherwise, (iv) to withhold any amounts received on behalf of the Shareholders pursuant to this Agreement, or otherwise to satisfy any and all obligations or liabilities incurred by the Shareholders’ Representative in the performance of its duties hereunder, (v) to execute and deliver any amendment or waiver to this Agreement, and the other agreements, instruments, and documents contemplated hereby or executed in connection herewith (without the prior approval of the Shareholders), and (vi) to take all other actions permitted to be taken by such Selling Shareholder, or any on behalf of them, after the date of this Agreement Shareholders in connection with this Agreement Agreement, and the other Transaction Documents agreements, instruments, and the transactions documents contemplated hereby and therebyor executed in connection herewith. The Shareholders, in accordance with the terms and conditions of the Transaction Documents. In such representative capacityby executing this Agreement, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each further agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the such agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being proxy are coupled with an interest, is are therefore irrevocable and a durable agency and power without the consent of attorney the Shareholders’ Representative and shall survive the death, incapacity incapacity, bankruptcy, dissolution, or incompetence liquidation of such Selling any Shareholder. Each of Purchaser All decisions and actions by the Escrow Agent Shareholders’ Representative shall be entitled to conclusively rely binding upon the directions, instructions and notice all of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verificationShareholders, and any notice provided in accordance with this Agreement no Shareholder shall have the right to object, dissent, protest, or from otherwise contest the Shareholders same. The Shareholders’ Representative in its capacity as shall have no duties or obligations hereunder except those set forth herein and such duties and obligations shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith determined solely by the Shareholders Representative (in its capacity as such) pursuant to express provisions of this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each of the Selling Shareholders (including the Former Company Share Award Holders)a) The Shareholders, by virtue of its, his or her execution and delivery of executing this Agreement (directly, by proxy or pursuant to a power of attorney)Agreement, hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and appoint the Chief Executive Officer of the Company Shareholders’ Representative as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, their agent and attorney-in-fact for purposes of Section 9 and the Escrow Agreement, and consent to act on such Selling Shareholder’s behalf with respect to the taking by the Shareholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by such Selling Shareholderit under the Escrow Agreement (including, or any of themwithout limitation, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency power to authorize delivery to Parent of the Indemnity Escrow Amount and power the Special Taxes Escrow Amount in satisfaction of attorney granted claims by Parent, agree to, negotiate, enter into settlements and compromises of and demand arbitration, and comply with orders of courts and awards of arbitrators with respect to the Shareholders Representative such claims, resolve any claim made pursuant to this Section 7.18, which agency 9); and power take all actions necessary in the judgment of attorney, being coupled with an interest, is irrevocable and a durable agency and power the Shareholders’ Representative for the accomplishment of attorney and shall survive the death, incapacity or incompetence foregoing. Xxxx Xxxxx & Associates Ltd. hereby accepts its appointment as the Shareholders’ Representative for purposes of such Selling Shareholder. Each of Purchaser Section 9 and the Escrow Agent Agreement. Parent shall be entitled to deal exclusively with the Shareholders’ Representative on all matters relating to Section 9 and the Escrow Agreement, and shall be entitled to rely conclusively rely (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Shareholder by the Shareholders’ Representative, and on any other action taken or purported to be taken on behalf of any Shareholder by the Shareholders’ Representative, as fully binding upon such Shareholder. Without limiting the directionsgenerality of the foregoing, instructions and notice any decision, act, consent or instruction of the Shareholders’ Representative, including an amendment, extension or waiver of any provision of this Agreement, shall constitute a decision of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or final, binding and conclusive upon the Shareholders. Each of Parent and Purchaser is hereby relieved from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any person for any acts done by it in accordance with such decision, act, consent or instruction of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders’ Representative.

Shareholders’ Representative. (a) Each of the Selling Shareholders (including the Former Company Share Award Holders)Shareholder, by virtue of its, his or her execution and delivery the adoption of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer approval of the Company as Merger by the Shareholders (regardless of whether or not all Shareholders vote in favor of or consent to the date adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Xxxxxx Xxxxxxxxxx (the “Shareholders Shareholders’ Representative”)) as his, her or its representative for purposes of this Agreement. The Shareholders and their respective successors shall be deemed to have approved, and shall be such Selling Shareholder’s true bound by, any and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any all actions permitted to be taken by such Selling Shareholder, the Shareholders’ Representative on their behalf under or any of them, after the date of this Agreement in connection with otherwise relating to this Agreement and the other Transaction Documents documents contemplated hereby and the transactions contemplated hereby hereunder and therebythereunder as if such actions were expressly ratified and confirmed by each of them in writing. In the event any Shareholders’ Representative is unable or unwilling to serve or shall resign, a successor Shareholders’ Representative shall be selected by the holders of a majority of the shares of Company Common Stock outstanding immediately prior to the Closing. A Shareholders’ Representative may not resign, except upon thirty (30) days prior written notice to Parent and Merger Sub. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Shareholders’ Representative, a successor shall be appointed effective immediately thereafter (and, in accordance with the terms case of a death of a Shareholders’ Representative, the successor shall be deemed to be the executor or other representative of such Shareholders’ Representative’s estate) and conditions Parent and Merger Sub shall be notified promptly of such appointment by the successor Shareholders’ Representative. No resignation, nor any other replacement, of any Shareholders’ Representative shall be effective against Parent or Merger Sub until (i) the proposed successor Shareholders’ Representative assumes in writing all obligations of the Transaction Documents. In such representative capacity, the Shareholders original Shareholders’ Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and (ii) Parent and Merger Sub have consented to the other Transaction Documents proposed successor Shareholders’ Representative (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalfsuch consent not to be unreasonably withheld or delayed). Each reference in this Agreement or any other Transaction Document to an action to be taken by successor Shareholders’ Representative shall have all the Selling Shareholders shallpower, with respect to the Selling Shareholdersrights, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder authority and privileges hereby ratifies and confirms, and agrees to ratify and confirm in the future conferred upon the request of the Shareholders original Shareholders’ Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.

Shareholders’ Representative. Each (a) By virtue of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement by the Sellers, and without further action of any Seller, each Seller shall be deemed to have irrevocably constituted and appointed GSH (directly, and by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date execution of this Agreement (the “Shareholders Representative”), to be it hereby accepts such Selling Shareholder’s true and lawful representative, appointment) as agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above“Shareholders’ Representative”) for and on behalf of the Selling Sellers (in their capacity as shareholders of the Company), with full power of substitution, to act in the name, place and stead of each Seller with respect to Section 2.4 and the Escrow Agreement and the taking by the Shareholders, as fully ’ Representative of any and effectively as if all actions and the Selling Shareholders were acting on their own behalf. Each reference in this Agreement making of any decisions required or any other Transaction Document to an action permitted to be taken by the Selling Shareholders shall, with Shareholders’ Representative under Section 2.4 and the Escrow Agreement (it being understood that the Sellers shall have no right to pursue any claim on behalf of any Company Indemnified Party in respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and rights granted to Company Indemnified Parties under Section 7.1). The power of attorney granted to the Shareholders Representative pursuant to in this Section 7.18, which agency and power of attorney, being 13.1(a) is coupled with an interestinterest and is irrevocable, is irrevocable and a durable agency and power of attorney may be delegated by the Shareholders’ Representative and shall survive the sale, transfer, merger, reorganization, bankruptcy, liquidation, dissolution, death or incapacity of each Seller. Such agency may be changed by the holders of a majority in interest of the Escrow Fund from time to time (including in the event of the death, disability or other incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it a Shareholders’ Representative that is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verificationan individual), and any notice provided such successor shall succeed the Shareholders’ Representative as Shareholders’ Representative hereunder. No bond shall be required of the Shareholders’ Representative, and the Shareholders’ Representative shall receive no compensation for its services. At any time from the Closing Date until payment of any remaining amounts in the Shareholders’ Representative Expense Fund in accordance with this Agreement to or from Section 2.4(c)(i), the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each amount of the Selling Shareholdersdocumented costs and expenses (including all fees and disbursements of counsel, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith financial advisors and accountants) incurred by the Shareholders Shareholders’ Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsperformance of its rights or obligations under this Agreement and the taking of any and all actions in connection therewith, shall be paid to the Shareholders’ Representative from the Shareholders’ Representative Expense Fund. In connection with the performance of its rights and obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith, the Shareholders’ Representative shall not be required to expend any of the amounts held in the Shareholders’ Representative Expense Fund (though, for the avoidance of doubt, it may do so at any time and from time to time in its sole discretion) and in no event shall the Shareholders’ Representative be required to incur any costs or expenses or expend any amount in excess of amounts held in the Shareholders’ Representative Expense Fund. Notwithstanding the foregoing, (i) the Shareholders’ Representative may retain in the Shareholders’ Representative Expense Fund, in accordance with the terms of this Agreement, any amount that the Shareholders’ Representative deems in its reasonable discretion to be necessary to satisfy any documented costs and expenses (including all fees and disbursements of counsel, financial advisors and accountants) incurred or to be incurred by the Shareholders’ Representative in connection with the performance of its rights or obligations under this Agreement and the Escrow Agreement and the taking of any and all actions in connection therewith and (ii) to the extent that funds are no longer available in the Shareholders’ Representative Expense Fund, the Shareholders’ Representative shall have recourse against each Seller directly for such costs and expenses (it being understood that and agreed that any such recourse shall be against each Seller, severally and not jointly, in accordance with the percentage of the aggregate Purchase Price received by or attributable to such Seller as of such date).

Shareholders’ Representative. Each of the Selling Shareholders (including the Former a) The Company Share Award Holders)Shareholders, by virtue of its, his or her execution and delivery of approving this Agreement (directly, by proxy or pursuant to a power of attorney)and the transactions contemplated hereby, hereby irrevocably constitutes and appoints Xxxxx Xxxxxappoint Shareholder Representative Services LLC, a Principal Colorado limited liability company, as the Shareholders’ Representative and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, their agent and attorney-in-fact for purposes of Article 9 and the Escrow Agreement, and consent to act on such Selling Shareholder’s behalf with respect to the taking by the Shareholders’ Representative of any and all actions and the making of any decisions required or permitted to be taken by such Selling Shareholderhim under the Escrow Agreement (including, or any of themwithout limitation, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency power to authorize delivery to Parent of cash out of the Escrow Fund in satisfaction of claims by Parent). The Shareholders’ Representative hereby agrees to negotiate, enter into settlements and power compromises of attorney granted claims, including third-party claims, to the Shareholders Representative comply with orders of courts and awards of arbitrators with respect to such claims, resolve any claim made pursuant to this Section 7.18Article 9, which agency take all actions necessary in his judgment for the accomplishment of the foregoing and power hereby accepts his appointment as the Shareholders’ Representative for purposes of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser Article 9 and the Escrow Agent Agreement. Parent shall be entitled to deal exclusively with the Shareholders’ Representative on all matters relating to Article 9 and the Escrow Agreement and shall be entitled to rely conclusively rely upon (without further evidence of any kind whatsoever) on any document executed or purported to be executed on behalf of any Company Shareholder by the directions, instructions and notice of the Shareholders Shareholders’ Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake and on any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any other action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant purported to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so be taken or omissions made on behalf of any Company Shareholder by the Shareholders’ Representative, as fully binding upon such Selling Shareholder up Company Shareholder. Each Effective Time Holder hereby agrees to receive correspondence from the net proceeds received by such Selling Shareholder Shareholders’ Representative, including in connection with the Transactionselectronic form.

Shareholders’ Representative. (a) Each of the Selling Shareholders (including the Former Company Share Award Holders)Shareholder, by virtue of its, his or her execution and delivery the adoption of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer approval of the Merger by the holders of Company as Stock (regardless of whether or not all Shareholders vote in favor of or consent to the date adoption of this Agreement and the approval of the Merger and the transactions contemplated hereby, and regardless of whether at a meeting or in an action by written consent in lieu thereof), designates Mxxx Xxxxxxx (the “Shareholders Shareholders’ Representative”)) as his, to her or its representative for purposes of this Agreement. The holders of Company Stock and their respective successors shall be such Selling Shareholder’s true bound by any and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any all actions permitted to be taken by such Selling Shareholder, the Shareholders’ Representative on their behalf under or any of them, after the date of this Agreement in connection with otherwise relating to this Agreement and the other Transaction Documents documents contemplated hereby and the transactions contemplated hereby hereunder and therebythereunder as if such actions were expressly ratified and confirmed by each of them in writing. In the event any Shareholders’ Representative is unable or unwilling to serve or shall resign, in accordance with a successor Shareholders’ Representative shall be selected by the terms and conditions holders of a majority of the Transaction Documentsshares of Common Stock and Preferred Stock outstanding immediately prior to the Closing (taken together on an as-converted basis). A Shareholders’ Representative may not resign, except upon 30 days prior written notice to Parent and Merger Sub. In the event of a notice of proposed resignation, or any death, disability or other replacement of a Shareholders’ Representative, a successor shall be appointed effective immediately thereafter and Parent and Merger Sub shall be notified promptly of such representative capacityappointment by the successor Shareholders’ Representative. No resignation, the Shareholders nor any other replacement, of any Shareholders’ Representative shall take is effective against Parent or refrain from taking, Merger Sub until selection of a successor and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any prior written notice to Parent and all actions which the Shareholders Representative reasonably believes, acting in good faith, Merger Sub of such selection has been provided and consent of Parent has been obtained (such consent not to be necessary unreasonably withheld or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalfdelayed). Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent Such consent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to given if the proposed successor is any of G. Venkatesh, Jxxxxx Xxxxx, Sxxxxxxx Xxxxxxxxxxxxxxx or from each of the Selling Ixx Xxxxx. Each successor Shareholders, as applicable. The Shareholders ’ Representative shall not have any liability to any of all the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by power, rights, authority and privileges hereby conferred upon the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsoriginal Shareholders’ Representative.

Shareholders’ Representative. Each Bradley R. Mason (such person and any successor or successors beinx xxx "Xxxxxxxxxers' Representative") shall act as the representative of the Selling Shareholders, and shall be authorized to act on behalf of the Shareholders and to take any and all actions required or permitted to be taken by the Shareholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the Former Company Share Award Holders), settlement thereof) made by virtue of its, his Parent or her execution and delivery the Shareholders for indemnification pursuant to Article VIII or this Article XI of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect Shareholders' Representative pursuant to the Selling Shareholders, terms of the Escrow Agreement. The Shareholders shall be bound by all actions taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Shareholders' Representative in its capacity thereof that are within the authority granted herein. The Shareholders' Representative shall at all times act in his or her capacity as such Shareholders' Representative in a manner that the Shareholders' Representative believes in good faith to be in the best interest of the Shareholders. Neither the Shareholders' Representative nor any of its directors, officers, agents or employees shall be conclusively deemed liable to have been provided any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or from each the Escrow Agreement, except in the case of the Selling Shareholdersits gross negligence, as applicablebad faith or willful misconduct. The Shareholders Shareholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Shareholders' Representative shall not have any liability duty to ascertain or to inquire as to the performance or observance of any of the Selling Shareholders terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Shareholders' Representative shall not be required to exercise any discretion or take any action. Each Shareholder severally shall indemnify and hold harmless and reimburse the Shareholders' Representative from and against such Shareholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Shareholders' Representative arising out of or relating to resulting from any action taken or omission made in good faith omitted to be taken by the Shareholders Shareholders' Representative (in its capacity as such) pursuant to under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Shareholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (a) the Shareholders' Representative is not authorized to, and each Selling shall not, accept on behalf of any Shareholder shallany Merger Consideration to which such Shareholder is entitled under this Agreement and (b) the Shareholders' Representative shall not in any manner exercise, severally but not jointlyor seek to exercise, indemnify, defend and hold harmless the Shareholders Representative any voting power whatsoever with respect to all actions shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Shareholder unless the Shareholders' Representative is expressly authorized to do so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received in a writing signed by such Selling Shareholder in connection with Shareholder. In all matters relating to this Article XI, the TransactionsShareholders' Representative shall be the only party entitled to assert the rights of the Shareholders, and the Shareholders' Representative shall perform all of the obligations of the Shareholders hereunder. Parent shall be entitled to rely on all statements, representations and decisions of the Shareholders' Representative.

Shareholders’ Representative. (A) Each of the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx XxxxxXxxxxx X. Xxxxxx, a Principal III, and the Chief Executive Officer of the Company Xx. Xxxxxx hereby accepts such appointment, as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, their agent and attorney-in-fact with full power of substitution and revocation to act do any and all things and execute any and all documents on such Selling Shareholder’s his or her behalf which may be necessary, convenient or appropriate with respect to: (i) amendments to this Agreement, provided that no amendment shall materially adversely affect the rights of any one Shareholder relative to any actions permitted other Shareholders; (ii) the execution of documents and certificates pursuant to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions Agreement; (iii) determination of the Transaction DocumentsWorking Capital Adjustment; (iv) receipt and forwarding of notices and communications pursuant to this Agreement; and (v) negotiation and compromise of any indemnity claims made by Buyer hereunder. In such representative capacity, the The Shareholders Representative shall is authorized (i) to take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be considers necessary or appropriate under this Agreement desirable in connection with the defense, pursuit or settlement of any determinations relating to the matters described above, including to xxx, defend, negotiate, settle and the other Transaction Documents (except as provided above) compromise any such claims for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in indemnification made by Buyer pursuant to this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representativeagreements or transactions contemplated hereby; (ii) to engage and employ agents and representatives (including accoutants, any action taken by legal counsel and other professionals) and to incur such other expenses as he shall deem necessary or prudent in connection with the Shareholders Representative in the exercise administration of the agency foregoing; and power of attorney granted (iii) to the Shareholders Representative pursuant to this Section 7.18, take all other actions and exercise all other rights which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as suchhis sole discretion) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken considers necessary or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder appropriate in connection with the Transactionsforegoing. Notwithstanding anything to the contrary contained in this Agreement, the Shareholders Representative shall have no duties or responsibilities except as expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on behalf of any Shareholder shall otherwise exist against the Shareholders Representative.

Shareholders’ Representative. Each A committee consisting of a representative of U.S. Trust, a representative of Fidelity Investments, and Xxxx Xxxxxx (the "Shareholders' Representative"), shall act as the representative of the Selling Shareholders Company Holders, and shall be authorized to act on behalf of the Company Holders and to take any and all actions required or permitted to be taken by the Shareholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the Former settlement thereof) made by Parent or the Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or Holders for indemnification pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer this Article IX of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect Shareholders' Representative pursuant to the Selling terms of the Escrow Agreement. Any notice of any Third Party Claim for which Parent is an Indemnified Party shall be deemed to have been delivered by Parent to the Company Holders pursuant to Section 9.04(b) if validly delivered to the Shareholders, ' Representative. The Company Holders shall be bound by all actions taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Shareholders' Representative in its capacity thereof, except for any action that conflicts with the limitation set forth in the final sentence of this Section 9.06. The Shareholders' Representative shall promptly, and in any event within ten business days, provide written notice to the Company Holders of any action taken on their behalf by the Shareholders' Representative pursuant to the authority delegated to the Shareholders' Representative under this Section 9.06. The Shareholders' Representative shall at all times act in his or her capacity as such Shareholders' Representative in a manner that the Shareholders' Representative believes in good faith to be in the best interest of the Company Holders. Neither the Shareholders' Representative nor any of its directors, officers, agents or employees shall be conclusively deemed liable to have been provided any person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or from each the Escrow Agreement, except in the case of the Selling Shareholdersits gross negligence, as applicablebad faith or willful misconduct. The Shareholders Shareholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Shareholders' Representative shall not have any liability duty to ascertain or to inquire as to the performance or observance of any of the Selling Shareholders terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Shareholders' Representative shall not be required to exercise any discretion or take any action. Each Company Holder severally shall indemnify and hold harmless and shall reimburse the Shareholders' Representative from and against such Company Holder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Shareholders' Representative arising out of or relating to resulting from any action taken or omission made in good faith omitted to be taken by the Shareholders Shareholders' Representative under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Shareholders' Representative's gross negligence, bad faith or willful misconduct (in its capacity as such) the "Shareholders' Representative Expenses"). Notwithstanding the foregoing, the Shareholders' Representative shall be entitled to reimbursement of the Shareholders' Representative Expenses from the Escrow Amount pursuant to the terms of the Escrow Agreement. In all matters relating to this AgreementArticle IX, the Shareholders' Representative shall be the only party entitled to assert the rights of the Company Holders, and each Selling Shareholder shallthe Shareholders' Representative shall perform all of the obligations of the Company Holders hereunder. Parent shall be entitled to rely on all statements, severally but not jointly, indemnify, defend representations and hold harmless decisions of the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders' Representative.

Shareholders’ Representative. Each of The Shareholders hereby authorize the Selling Shareholders (including the Former Company Share Award Holders), Shareholders' Representative to take all actions and to execute and deliver all documents contemplated by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representativetaken, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken executed or delivered by such Selling Shareholder, him or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take by or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, including, without limitation, authorization to employ accountants, counsel and other agents as fully the Shareholders' Representative deems advisable, in his discretion, and effectively to pay reasonable compensation for their services. The Shareholders hereby irrevocably appoint Xxxx X. Xxxxxxxx to act as if the Selling initial Shareholders' Representative. In the event the Shareholders' Representative shall at any time resign, the resigning Shareholders' Representative shall appoint a successor Shareholders' Representative, either from among the Shareholders were acting on their own behalfor who shall otherwise be acceptable to Purchaser, and who shall be recognized and entitled to act in such capacity hereunder upon his assumption in writing of the duties and responsibilities of the Shareholders' Representative under this Agreement; PROVIDED that the resigning Shareholders' Representative's resignation shall not be effective until such a successor shall exist. Each reference in this Agreement In the event the Shareholders' Representative shall at any time be unable to act as such hereunder as a result of his death or any other Transaction Document to an action to be taken by disability, a majority of the Selling remaining Shareholders shall, with respect to as soon as reasonably practical under the Selling then existing circumstances, appoint a substitute Shareholders, be taken by ' Representative either from among the Shareholders Representative on their behalf pursuant or who shall otherwise be acceptable to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent who shall be recognized and be entitled to conclusively rely act in such capacity hereunder upon the directions, instructions and notice his assumption in writing of the Shareholders Representativeduties and responsibilities of the Shareholders' Representative under this Agreement. The choice of a successor Shareholders' Representative appointed in any manner permitted above shall be final and binding upon all of the Shareholders. Each Shareholder has made, when it is acting in their capacity constituted and appointed and by the execution of this Agreement hereby irrevocably makes, constitutes and appoints the Shareholders' Representative as such under this Section 7.18person's true and lawful attorney in fact and agent, without being required to undertake any independent investigation or verification, for such person and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactions.person's name,

Shareholders’ Representative. Each of the Selling The Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints appoint Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement X. Xxxx (the “Shareholders "Shareholders' Representative”), to be such Selling Shareholder’s true and lawful ") as the representative, agent agent, proxy, and attorney-in-fact for all the Shareholders for all purposes under this Agreement, including the full power and authority on the Shareholders' behalf: (i) to act on such Selling Shareholder’s behalf with respect consummate the transactions contemplated by this Agreement, including the execution and delivery of the agreements, certificates, instruments, and other documents contemplated hereby or executed or delivered in connection herewith, (ii) to negotiate disputes arising under, or relating to, this Agreement and the other agreements, certificates, instruments, and documents contemplated hereby or executed or delivered in connection herewith, (iii) to execute and deliver any amendment or waiver to this Agreement or any of the other agreements, certificates, instruments, and documents contemplated hereby or executed or delivered in connection herewith (without the prior approval of the Shareholders), (iv) to take all other actions permitted to be taken by such Selling Shareholder, or any on behalf of them, after the date of this Agreement Shareholders in connection with this Agreement (including the exercise of any rights and the performance of any obligations pursuant to Article 6) and the other Transaction Documents agreements, certificates, instruments, and the transactions documents contemplated hereby and thereby, or executed or delivered in accordance with the terms and conditions of the Transaction Documentsconnection herewith. In such representative capacity, the The Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each further agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the such agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being proxy are coupled with an interest, is are therefore irrevocable and a durable agency and power without the consent of attorney the Shareholders' Representative, and shall survive the death, incapacity incapacity, bankruptcy, dissolution, or incompetence liquidation of such Selling any Shareholder. Each of Purchaser All decisions and actions by the Escrow Agent Shareholders' Representative shall be entitled to conclusively rely binding upon the directions, instructions and notice all of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verificationShareholders, and any notice provided in accordance with this Agreement no Shareholder shall have the right to object, dissent, protest, or from otherwise contest the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicablesame. The Shareholders Shareholders' Representative shall not have no Liability in respect of any liability to action, claim, or proceeding brought against the Shareholders' Representative by any of Shareholder if the Selling Shareholders arising out of Shareholders' Representative took or relating to omitted taking any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the Transactionsfaith.

Shareholders’ Representative. Each of The Dandrit Consenting Holders have voted for and consented to the Selling Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery adoption of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents approval of the transactions contemplated hereby, including but not limited to the Exchange, and have irrevocably appointed attorney Niels Xxxx Xxxxxxx as the Shareholders’ Representative to act on behalf of the Dandrit Consenting Shareholders, with the same effect as if each such Dandrit Consenting Shareholder had individually appointed such Shareholders’ Representative, with full power and authority to act in the name of and for and on behalf of each Dandrit Consenting Shareholder with respect to all matters arising in connection with, or related to, this Agreement and the transactions contemplated hereby and thereby, in accordance with the terms and conditions . Each of the Transaction Documents. In matters referred to in this Section 1.7 shall be deemed to have been accepted, agreed upon, acknowledged or consented to, as applicable, by each Dandrit Consenting Shareholder upon the vote or consent by such representative capacity, Dandrit Consenting Shareholder for the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under adoption of this Agreement and the other Transaction Documents approval of the transactions contemplated hereby, including the Exchange. The Shareholders’ Representative has been appointed (except as provided abovei) the agent and true and lawful attorney-in-fact of each Dandrit Consenting Shareholder, with full power of substitution, and with full capacity and authority in its sole discretion, to act in the name of and for and on behalf of each Dandrit Consenting Shareholder in connection with all matters arising out of, resulting from, contemplated by or related or incident to this Agreement, and (ii) the Selling Shareholdersagent for service of process for each Dandrit Consenting Shareholder, as fully and effectively as if the Selling Dandrit Consenting Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect have irrevocably consented to the Selling Shareholders, be taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies service of any and confirms, and agrees to ratify and confirm all process in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders proceeding arising out of or relating to any action taken or omission made in good faith this Agreement by the Shareholders delivery of such process to the Shareholders’ Representative. Without limiting the generality of the foregoing, the power of the Shareholders’ Representative shall include the power to represent each Dandrit Consenting Shareholder with respect to all aspects of this Agreement, which power shall include, without limitation, the power to (i) waive any and all conditions of this Agreement, (ii) amend this Agreement and any agreement executed in its capacity connection herewith or therewith in any respect, (iii) receive notices or other communications, (iv) deliver any notices, certificates or other documents required, and (v) take all such other action and to do all such other things as such) pursuant the Shareholders’ Representative deems necessary or advisable with respect to this Agreement. Xxxxxx and Dandrit shall have the absolute right and authority to rely upon the acts taken or omitted to be taken by the Shareholders’ Representative on behalf of the Dandrit Consenting Shareholders. Each Dandrit Consenting Shareholder has acknowledged and agreed that (i) all deliveries by Dandrit or the Parent including, without limitation, any payment, to the Shareholder’ Representative shall be deemed deliveries to the Dandrit Consenting Shareholders, (ii) Xxxxxx or Dandrit shall not have any liability with respect to any aspect of the distribution or communication of such deliveries between the Shareholders’ Representative and any Dandrit Consenting Shareholder and (iii) any disclosure made to the Shareholders’ Representative by or on behalf of Xxxxxx or Dandrit shall be deemed to be a disclosure made to each Dandrit Consenting Shareholder. In the event that attorney Niels Xxxx Xxxxxxx refuses to, or is no longer capable of, serving as the Shareholders’ Representative hereunder, holders of a majority of the issued and outstanding capital stock of Dandrit shall promptly appoint a successor Shareholders’ Representative who shall be reasonably acceptable to Dandrit and shall thereafter be a successor Shareholders’ Representative hereunder, and each Selling Shareholder shall, severally but not jointly, the Shareholders’ Representative shall serve until such successor is duly appointed and qualified to act hereunder. The Dandrit Consenting Shareholders shall indemnify, defend and hold harmless the Shareholders Shareholders’ Representative with respect from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and third party expenses which the Shareholders’ Representative may suffer or incur by reason of any action, claim or proceeding brought against the Stockholders’ Representative arising out of or relating in any way to all actions so taken this Agreement, or omissions made on behalf any transaction to which this Agreement relates, unless such losses, liabilities, costs damages and expenses shall have been finally adjudicated to have resulted from the willful misconduct or gross negligence of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsShareholders’ Representative.

Shareholders’ Representative. Each Xxxx Xxxxx, (such Person ---------------------------- and any successor or successors being the "Shareholders' Representative") shall act as the representative of the Selling Shareholders, and shall be authorized to act on behalf of the Shareholders and to take any and all actions required or permitted to be taken by the Shareholders' Representative under this Agreement or the Escrow Agreement, with respect to any claims (including the Former Company Share Award Holders), settlement thereof) made by virtue of its, his Parent or her execution and delivery of this Agreement (directly, by proxy or the Shareholders for indemnification pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer this Article IX of the Company as of the date of this Agreement (the “Shareholders Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact to act on such Selling Shareholder’s behalf with respect to any actions permitted to be taken by such Selling Shareholder, or any of them, after the date of this Agreement in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, in accordance with the terms and conditions of the Transaction Documents. In such representative capacity, the Shareholders Representative shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, any and all actions which the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect Shareholders' Representative pursuant to the Selling Shareholders, terms of the Escrow Agreement. The Shareholders shall be bound by all actions taken by the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Representative, any action taken by the Shareholders Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon the directions, instructions and notice of the Shareholders Representative, when it is acting in their capacity as such under this Section 7.18, without being required to undertake any independent investigation or verification, and any notice provided in accordance with this Agreement to or from the Shareholders Shareholders' Representative in its capacity thereof, except for any action that conflicts with the limitation set forth in the final sentence of this Section 9.04. The Shareholders' Representative shall promptly, and in any event within five business days, provide written notice to the Shareholders of any action taken on their behalf by the Shareholders' Representative pursuant to the authority delegated to the Shareholders' Representative under this Section 9.04. The Shareholders' Representative shall at all times act in his or her capacity as such Shareholders' Representative in a manner that the Shareholders' Representative believes to be in the best interest of the Shareholders. Neither the Shareholders' Representative nor any of its directors, officers, agents or employees shall be conclusively deemed liable to have been provided any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement or from each the Escrow Agreement, except in the case of the Selling Shareholders' Representative's gross negligence, as applicablebad faith or willful misconduct. The Shareholders Shareholders' Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts. The Shareholders' Representative shall not have any liability duty to ascertain or to inquire as to the performance or observance of any of the Selling Shareholders terms, covenants or conditions of this Agreement or the Escrow Agreement. As to any matters not expressly provided for in this Agreement or the Escrow Agreement, the Shareholders' Representative shall not be required to exercise any discretion or take any action. Each Shareholder severally shall indemnify and hold harmless and reimburse the Shareholders' Representative from and against such Shareholder's ratable share of any and all liabilities, losses, damages, claims, costs or expenses suffered or incurred by the Shareholders' Representative arising out of or relating to resulting from any action taken or omission made in good faith omitted to be taken by the Shareholders Shareholders' Representative (in its capacity as such) pursuant to under this Agreement or the Escrow Agreement, other than such liabilities, losses, damages, claims, costs or expenses arising out of or resulting from the Shareholders' Representative's gross negligence, bad faith or willful misconduct. Notwithstanding anything to the contrary herein or in the Escrow Agreement, (a) the Shareholders' Representative is not authorized to, and each Selling shall not, accept on behalf of any Shareholder shallany merger consideration to which such Shareholder is entitled under this Agreement and (b) the Shareholders' Representative shall not in any manner exercise, severally but not jointlyor seek to exercise, indemnify, defend and hold harmless the Shareholders Representative any voting power whatsoever with respect to all actions shares of capital stock of the Company or Parent now or hereafter owned of record or beneficially by any Shareholder unless the Shareholders' Representative is expressly authorized to do so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received in a writing signed by such Selling Shareholder in connection with Shareholder. In all matters relating to this Article IX, the TransactionsShareholders' Representative shall be the only party entitled to assert the rights of the Shareholders, and the Shareholders' Representative shall perform all of the obligations of the Shareholders hereunder. Parent shall be entitled to rely on all statements, representations and decisions of the Shareholders' Representative.

Shareholders’ Representative. Each of the Selling The Shareholders (including the Former Company Share Award Holders), by virtue of its, his or her execution and delivery of this Agreement (directly, by proxy or pursuant to a power of attorney), hereby irrevocably constitutes and appoints Xxxxx Xxxxx, a Principal and the Chief Executive Officer of the Company as of the date of this Agreement appoint Rxxxx Xxxxxx (the “Shareholders Shareholders’ Representative”), to be such Selling Shareholder’s true and lawful representative, agent and attorney-in-fact ) to act on such Selling Shareholder’s behalf of the Shareholders with respect to all matters relating to this Article VII and the Escrow Agreement, including in considering and certifying the amount of any indemnification hereunder, in determining the post-closing purchase price adjustment pursuant to Section 1.4 hereof, in communicating with the Shareholders in appointing a successor escrow agent under the Escrow Agreement, in considering and acting with respect to any actions amendment or termination of this Agreement, and generally in performing all acts expressly required or permitted to be taken performed by such Selling Shareholderthe Shareholders’ Representative pursuant hereto and pursuant to the Escrow Agreement. Lincoln Electric on the one hand, and Lincoln Electric and the escrow agent on the other hand, shall have the right to deal exclusively with the Shareholders’ Representative with respect to all matters hereunder and under the Escrow Agreement, respectively, and neither Lincoln Electric nor the escrow agent shall have any liability to any Shareholder for any acts or omissions of the Shareholders’ Representative, or any acts or omissions taken or not taken by Lincoln Electric or the escrow agent at the direction of them, after the date Shareholders’ Representative. Upon any distribution of this Agreement in connection with this Agreement and funds to the other Transaction Documents and Shareholders’ Representative (or to one or more of the transactions contemplated hereby and thereby, Shareholders upon written instruction of the Shareholders’ Representative) in accordance with the terms and conditions of the Transaction Documents. In such representative capacityAgreement, the Shareholders Representative escrow agent and Lincoln Electric shall take or refrain from taking, and the Selling Shareholders each agree that the Shareholders Representatives may take or refrain from taking, be deemed to have fully satisfied any and all actions which obligations to the Shareholders Representative reasonably believes, acting in good faith, to be necessary or appropriate under this Agreement and the other Transaction Documents (except as provided above) for and on behalf of the Selling Shareholders, as fully and effectively as if the Selling Shareholders were acting on their own behalf. Each reference in this Escrow Agreement or any other Transaction Document to an action to be taken by the Selling Shareholders shall, with respect to the Selling amount of such distribution. The Shareholders, ’ Representative shall have no liability to the Companies or the Shareholders with respect to actions taken or omitted to be taken by in her capacity as the Shareholders Representative on their behalf pursuant to this Section 7.18. Each Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm in the future upon the request of the Shareholders Shareholders’ Representative, except with respect to any action taken by liability resulting primarily from the Shareholders Shareholders’ Representative’s gross negligence or willful misconduct. The Shareholders’ Representative in the exercise of the agency and power of attorney granted to the Shareholders Representative pursuant to this Section 7.18, which agency and power of attorney, being coupled with an interest, is irrevocable and a durable agency and power of attorney and shall survive the death, incapacity or incompetence of such Selling Shareholder. Each of Purchaser and the Escrow Agent shall be entitled to conclusively rely upon any directions received from holders (the directions, instructions and notice “Majority Holders”) of a majority of the Shareholders Representative, when it Shares. If the Shareholders’ Representative is acting in their capacity as such unable or unwilling to perform her duties required under this Section 7.18, without being required to undertake any independent investigation or verification, Agreement and any notice provided in accordance with this Agreement to or from the Shareholders Representative in its capacity as such shall be conclusively deemed to have been provided to or from each of the Selling Shareholders, as applicable. The Shareholders Representative shall not have any liability to any of the Selling Shareholders arising out of or relating to any action taken or omission made in good faith by the Shareholders Representative (in its capacity as such) pursuant to this Escrow Agreement, and each Selling Shareholder shall, severally but not jointly, indemnify, defend and hold harmless the Shareholders Representative with respect to all actions so taken or omissions made on behalf of such Selling Shareholder up to the net proceeds received by such Selling Shareholder in connection with the TransactionsMajority Holders shall promptly appoint a successor Shareholders’ Representative.