Common use of Appointment of Representatives Clause in Contracts

Appointment of Representatives. (i) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the "Buyer Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunder.

Appointment of Representatives. (i) The SellersSection 2.1 Appointment of Redeeming Stockholders' Representatives. ----------- ------------------------------------------------------ By their execution hereof the Redeeming Stockholders hereby make, by executing this Agreement, will be deemed to have irrevocably constituted constitute and appointed, effective as of the date of this Agreement, appoint ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true agents and lawful agent and attorneyattorneys-in-fact to enter into any agreement (the "Redeeming Stockholders' Representatives"), acting alone --------------------------------------- or together, each with full power and authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on their behalf of the Redeeming Stockholders, or in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements heretoeach of his own name as Redeeming Stockholders' Representative, to exercise take all actions required or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations permitted under this Agreement (iincluding giving and receiving all accountings, reports, notices and consents, contesting or compromising claims, making distributions and establishing reserves for potential liabilities) with and the consent of stockholders who, as signing of the date Indemnification and Escrow Agreement. The authority conferred under this Section 2.1 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the Redeeming Stockholders or any of them, or by operation of law, whether by the death or incapacity of any Redeeming Stockholder, the termination of any trust or estate or the occurrence of any other event. If any Redeeming Stockholder should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by a Redeeming Stockholders' Representative pursuant to this Section 2.1 shall be as valid as if such death or incapacity, termination or other event had not occurred, regardless of whether or not a Redeeming Stockholders' Representative or any other Person shall have received notice of such death, incapacity, termination or other event. Any notice given to a Redeeming Stockholders' Representative pursuant to Section 13.3 shall constitute effective notice to all Redeeming Stockholders, and any other party to this Agreement owned more than fifty percent or any other Person may rely on any notice, consent, election or other communication received from a Redeeming Stockholders' Representative as if such notice, consent, election or other communication had been received from all Redeeming Stockholders. Each Redeeming Stockholder agrees that CII and each New Investor shall be entitled to rely on any action taken by either Redeeming Stockholders' Representative, on behalf of Redeeming Stockholders, pursuant to this Section 2.1 (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyerseach, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the an "Buyer RepresentativeAuthorized Action"), and that each Authorized Action shall be ----------------- binding on each Redeeming Stockholder as their true fully as if such Redeeming Stockholder had taken such Authorized Action. In addition, Redeeming Stockholders hereby agree that CII and lawful agent and attorney-in-fact to enter into any agreement on their behalf the New Investors have no liability arising out of or in connection with any Redeeming Stockholders' Representative's distribution or failure to distribute any amounts hereunder received by such Redeeming Stockholders' Representative to Redeeming Stockholders. Section 2.2 Appointment of New Investors' Representatives. By their ----------- --------------------------------------------- execution hereof the transactions contemplated by this Agreement New Investors hereby make, constitute and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on appoint CHS as their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This , with full power and authority (including power of attorney is coupled with an interest substitution), except as otherwise expressly provided in this Agreement, in the name of and irrevocable. The Buyer Representative shall not be liable for any action taken and on behalf of the New Investors, or not taken by him in connection with his obligations its own name as representative for the New Investors, to take all actions required or permitted under this Agreement (iincluding giving and receiving all accountings, reports, notices and consents, contesting or compromising claims, making distributions and establishing reserves for potential liabilities) with and the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest signing of the outstanding Company Shares Indemnification and Escrow Agreement. The authority conferred under this Section 2.2 shall be an agency coupled with an interest, and all authority conferred hereby is irrevocable and not subject to termination by the New Investors or (ii) in any of them, or by operation of law, whether by the absence death or incapacity of its own gross negligence any New Investor, the termination of any trust or willful misconductestate or the occurrence of any other event. If the Buyer Representative any New Investor should die or become incapacitated, if any trust or estate should terminate or if any other such event should occur, any action taken by CHS pursuant to this Section 2.2 shall be unable as valid as if such death or unwilling incapacity, termination or other event had not occurred, regardless of whether or not CHS or any other Person shall have received notice of such death, incapacity, termination or other event. Any notice given to serve in CHS pursuant to Section 13.3 shall constitute effective notice to all New Investors, and any other party to this Agreement or any other Person may rely on any notice, consent, election or other communication received from CHS as if such capacitynotice, his successor consent, election or other communication had been received from all New Investors. Each New Investor agrees that CII and each Redeeming Stockholder shall be named entitled to rely on any action taken by those persons purchasing more than fifty percent CHS, on behalf of New Investors, pursuant to this Section 2.2 (50%) each, a "New Investor ------------ Authorized Action"), and that each New Investor Authorized Action shall be ----------------- binding on each New Investor as fully as if such New Investor had taken such New Investor Authorized Action. In addition, the New Investors hereby agree that CII and the Redeeming Stockholders have no liability arising out of or in interest of connection with CHS' distribution or failure to distribute any amounts hereunder received by CHS to the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderNew Investors.

Appointment of Representatives. Each of Individual A, Individual B, Individual C and the Class II Member (ithe "Represented Sellers") The hereby irrevocably appoint Individual B as the representative of each such Represented Seller's interests (the "Representative") for the purposes specified in this Agreement. Without prior notice to any Represented Seller, the Representative shall have full, exclusive and irrevocable authority on behalf of each of the Represented Sellers to: (a) receive on each Represented Seller's behalf the documents and instruments to be delivered at the Closing pursuant to this Agreement; (b) as specified herein, accept and give notices and other written communications required by this Agreement; (c) make any determinations on the part of the Represented Sellers specified herein; (d) waive any condition, which is of general applicability to all Represented Sellers, by executing to the obligations of Purchaser under this Agreement; (e) modify, amend or supplement this Agreement, will be deemed to unless such modification, amendment or supplement would have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ a disproportionate material adverse effect on any Represented Seller; (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into f) take any agreement on their behalf other action in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller transactions contemplated hereby, unless such action would have a disproportionate material adverse effect on any Represented Seller; and (g) execute and deliver any document or instrument that the Representative agrees to act asdeems necessary or desirable in the exercise of his authority under this Section 2.06. The foregoing authorization is granted and conferred by the Represented Sellers in consideration of the grant of such authorization by each of the other Represented Sellers and in consideration of the agreements and covenants of Purchaser contained herein. In consideration of, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, except as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successorsprovided by, the "Buyer Representative")foregoing, as their true and lawful agent and attorney-in-fact this authorization granted to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling absolute and unconditional and shall only be terminated by the Represented Sellers upon written notice to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderPurchaser.

Appointment of Representatives. (i) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-attorney- in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay pay, and the amount of, the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of of, such agent and attorneyattorney- in-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, Nolan Moss (together wi▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted mitted successors, the "Buyer Representative"), as their true and lawful agent and attorney-in-in- fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of of, such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his its successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunder.

Appointment of Representatives. (i) The SellersFor the period from the date ------------------------------ hereof through and including the Closing Date (including the Closing), by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as each of the date of Sellers and their respective spouses identified on the signature pages to this Agreement, Agreement (the "Spouses") hereby appoint and authorize ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇ (together the "Representatives") and each of them as their agents to deal with his permitted successorsthe Company, the "Parent and the Buyer Representative"regarding all matters arising under this Agreement (except to the extent that this Agreement expressly provides for any action to be taken or other matters to be dealt with by the Sellers themselves) and the Escrow Agreement (as such term is defined below), and with respect thereto, all of the Sellers and such Spouses hereby constitute and appoint each of the Representatives as their true and lawful agent attorneys and attorney-in-fact agents to enter into any agreement sign the names of such Sellers and such Spouses on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matterand all agreements, suitcertifications and instruments (including but not limited to settlement agreements and consents) in connection with matters arising under or in connection with this Agreement or the Escrow Agreement, claimmodifications or amendments of the terms of this Agreement or the Escrow Agreement, action and any waiver of any provisions of, and resolution of any disputes or proceeding uncertainties arising with respect to any transaction contemplated by under, this Agreement or the Escrow Agreement. Each of the Sellers and the Spouses agrees that the Representatives, and each of them, shall represent the Sellers and the Spouses for all purposes of this Agreement and the Buyer Representative agrees Escrow Agreement, including the receipt of notices and the exercise of any rights with respect to act asthe Sellers' obligations hereunder and thereunder and the modification or amendment of the terms of this Agreement and the Escrow Agreement and the waiver of any provisions hereof and thereof, and resolution of disputes or uncertainties arising hereunder and thereunder (except to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable extent that this Agreement expressly provides for any action to be taken or not taken other matters to be dealt with by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderSellers themselves).

Appointment of Representatives. (i) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as By voting in favor of the date Merger, ------------------------------ each of this Agreement, ▇▇▇▇ ▇▇the Velogic Shareholders approves the designation of and designates ▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true ▇▇▇ and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, as the "Buyer Representative"), Representatives of the Velogic Shareholders and as their true and lawful agent and attorneythe attorneys-in-fact and agents for and on behalf of each Velogic Shareholder with respect to claims for indemnification under Article 11 and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including, without limitation, the exercise of the power to: (a) authorize the release or delivery to Keynote of shares of Keynote Common Stock and any other assets deposited in escrow pursuant to the terms of Section 2.5 and Article 11 hereof in satisfaction of indemnity claims by Keynote or any other Keynote Indemnified Person (as defined herein) pursuant to Article 11; (b) agree to, negotiate, enter into settlements and compromises of, demand arbitration of, and comply with orders of courts and awards of arbitrators with respect to, such claims; (c) arbitrate, resolve, settle or compromise any agreement claim for indemnity made pursuant to Article 11; and (d) take all actions necessary in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives will have authority and power to act on their behalf of each Velogic Shareholder with respect to the disposition, settlement or other handling of all claims under Article 11 hereof and all rights or obligations arising under Article 11. The Velogic Shareholders will be bound by all actions taken and documents executed by any Representative in connection with Article 11, and Keynote will be entitled to rely on any action or decision of any Representative. In performing the functions specified in this Agreement, the Representatives will not be liable to any Velogic Shareholder in the absence of gross negligence or willful misconduct on the part of the Representatives. The Velogic Shareholders shall severally indemnify the Representatives and hold him or her harmless against any loss, liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the transactions contemplated acceptance or administration of his or her duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him Representatives in connection with his obligations under this Agreement actions taken by the Representatives pursuant to the terms of Article 11 (iincluding without limitation the hiring of legal counsel and the incurring of legal fees and costs) will be paid by the Velogic Shareholders to the Representatives pro rata in proportion to their respective Percentage Interests, which Velogic Shareholders shall be entitled to reimbursement by Keynote if Keynote is determined to be a Non-Prevailing Party pursuant to Section 11.8(c)(i) below. Each of the venture capital firms with which a Representative is associated, may upon prior written notice to Keynote, designate a replacement Representative reasonably acceptable to Keynote that is associated with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderapplicable venture capital firm.

Appointment of Representatives. (ia) The SellersBy voting in favor of the Merger or participating in the Merger and accepting the benefits thereof, by executing this Agreement, will each Company Shareholder shall be deemed to have irrevocably constituted and appointed, effective appointed the Representatives as the representatives of the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successors, Company Shareholders and as the ("Seller Representative"), as their true and lawful agent and attorneyattorneys-in-fact and agents for and on behalf of each Company Shareholder with respect to claims for indemnification under this Article IX, the taking by the Representatives of any of any and all actions set forth in Section 2.3 and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives under this Agreement, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself of any other Parent Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (ii) authorize the release or delivery to Parent of all or a portion of the Holdback Amount in satisfaction of indemnification claims by Parent or any other Parent Indemnified Person pursuant to this Article IX (including by not objecting to such claims); (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, (A) indemnification claims by Parent or any agreement other Parent Indemnified Person pursuant to this Article IX or (B) any dispute between any Parent Indemnified Person and any such holder, in each case relating to this Agreement; (iv) receive notices and take such actions as may be necessary or desirable pursuant to Section 2.3; (v) administer the Representative Fund under the terms of Section 9.11(b); and (vi) take all actions necessary or appropriate in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives shall have authority and power to act on behalf of each Company Shareholder with respect to the disposition, settlement or other handling of all claims under this Article IX and all rights or obligations arising under Section 2.3 or this Article IX. The Company Shareholders shall be bound by all actions taken and documents executed by the Representatives in connection with Section 2.3 (including, if applicable, the engagement letter of the Independent Accountant) or this Article IX, and Parent and other Parent Indemnified Persons shall be entitled to rely on any action or decision of the Representatives. For this purpose, the decision of both of the Representatives acting together or the decision of either of the Representatives acting individually shall be deemed to be the “decision of the Representatives” for purposes of this Agreement and Parent and the other Parent Indemnified Persons shall be entitled to rely on any such “decision of the Representatives.” The individuals serving as the Representatives may be replaced from time to time by the holders of a majority in interest of the Holdback Amount then on deposit with Parent upon not less than ten (10) days’ prior written notice to Parent. No bond shall be required of the Representatives, and the Representatives shall receive no compensation for their services. Notices or communications to or from the Representatives shall constitute notice to or from each of the Company Shareholders. (b) The Representatives may incur out-of-pocket expenses (including reasonable attorney’s fees and court costs) on behalf of the Company Shareholders in their capacity as Representatives, including with respect to the determination of the Applicable Earnout Amount pursuant to Section 2.3 hereof and the indemnification obligations of the Company Shareholders under Section 9.2(a) hereof (collectively, the “Representative Expenses”). If not paid directly to the Representatives by the Company Shareholders, the Representative Expenses will be paid out of the Representative Fund and thereafter the Representative Expenses may be recovered from any Holdback Amount to be distributed to the Company Shareholders (and not distributed or distributable to any Parent Indemnified Person or subject to a pending indemnification claim of any Parent Indemnified Person) following the Expiration Date, provided, that, the Representative shall have delivered a notice to Parent not less than five (5) Business Days prior to the Expiration Date setting forth the amount of such Representative Expenses to be paid to the Representatives, and such recovery will be made from the Company Shareholders according to their respective Pro Rata Shares. The Representatives shall cause any balance remaining in the Representative Fund at the Expiration Date to be promptly distributed to the Company Shareholders according to their Pro Rata Share; provided that the Representatives shall be entitled to retain any portion of the Representative Fund required to fund Representative Expenses related to unresolved Claims. (c) In performing the functions specified in this Agreement, the Representatives shall not be liable to any Company Shareholder in the absence of gross negligence or willful misconduct on the part of the Representatives. Each Company Shareholder shall severally (based on each such holder’s Pro Rata Share), and not jointly, indemnify and hold harmless the Representatives from and against any loss, Liability or expense incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications acceptance or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence administration of his own gross negligence or willful misconductduties hereunder, including any Representative Expenses. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the "Buyer Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunder.

Appointment of Representatives. (i) 5.1 The SellersHolder hereby acknowledges and agrees to the appointment, by executing as set forth in Section 12.13 of the Business Combination Agreement, of CSC Shareholder Services LLC as “Seller Representative” to represent each of the direct and indirect beneficial owners of the Company, including the Holder, following the Closing for all purposes of the Business Combination Agreement, other than with respect to the Contingent Purchase Price for which Tartan shall act as representative, and that the Holder shall be a Represented Party for all purposes of the Business Combination Agreement. The Holder further acknowledges and agrees that the Seller Representative, pursuant to the Business Combination Agreement and this Agreement, will be deemed has the full and exclusive authority to have irrevocably constituted act on the Holder’s behalf in connection with the Business Combination Agreement and appointedthe documents related thereto including, effective as without limitation: (a) to interpret the terms and provisions of the date Business Combination Agreement and the documents to be executed and delivered in connection therewith, (b) to execute and deliver and receive deliveries of this all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by the Business Combination Agreement, (c) to receive service of process in connection with any claims under the Business Combination Agreement, (d) to agree to negotiate, enter into settlements and compromises of, assume the defense of claims, 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 sole judgment of the Seller Representative for the accomplishment of the foregoing, (e) to give and receive notices and communications, (f) to authorize delivery to ▇▇▇▇ of funds from the Escrow Account or any portion, (g) to receive and distribute the consideration payable hereunder or under the Business Combination Agreement, including payments from the Escrow Account and any earnings and proceeds thereon, and holdback therefrom any amounts necessary or appropriate in the judgment of the Seller Representative, and (h) to make, execute, acknowledge and deliver all such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, unit powers, letters and other writings, and, in general, to take all actions (or refrain from taking actions) necessary or appropriate in the judgment of the Seller Representative as agent for and on behalf of the Represented Parties in connection with the Business Combination Agreement. Without limiting the generality of the foregoing, the Holder acknowledges and agrees that pursuant to the terms of the Business Combination Agreement, following the occurrence of the Contingent Litigation Proceeds Payment Event, if any, ▇▇▇▇ will pay the Contingent Litigation Proceeds to the Seller Representative for distribution to each Contingent Litigation Proceeds Recipient, including the Holder. 5.2 The Holder hereby acknowledges and agrees to the appointment, as set forth in Section 12.14 of the Business Combination Agreement, of Tartan as “Retaining Holder Representative” to represent each of the Retaining Holders, including the Holder, following the Closing for all purposes in connection with the Contingent Purchase Price. Without limiting the generality of the foregoing, the Holder acknowledges and agrees that pursuant to the terms of the Business Combination Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successorswill pay the Contingent Purchase Price, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements heretoif any, to exercise all or any of the powersRetaining Holders Representative for distribution to each Retaining Holder, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than including the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconductHolder. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the "Buyer Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunder.

Appointment of Representatives. (ia) The SellersBy voting in favor of the Merger or participating in the Merger and accepting the benefits thereof, by executing this Agreement, will each Company Stockholder shall be deemed to have irrevocably constituted approved the designation of and appointed, effective designates the Stockholder Representatives as the representatives of the date of this Agreement, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successors, Company Stockholders and as the ("Seller Representative"), as their true and lawful agent and attorneyattorneys-in-fact and agents for and on behalf of each Company Stockholders with respect to claims for indemnification under this Article IX, and the taking by the Stockholder Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Stockholder Representatives under this Agreement, including the exercise of the power to: (a) give and receive notices and communications to or from Parent (on behalf of itself of any other Parent Indemnified Person) relating to this Agreement or any of the transactions and other matters contemplated hereby or thereby (except to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Parent of all or a portion of the Escrow Amount in satisfaction of indemnification claims by Parent or any other Parent Indemnified Person pursuant to this Article IX; (c) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to, (i) indemnification claims by Parent or any agreement other Parent Indemnified Person pursuant to this Article IX or (ii) any dispute between any Parent Indemnified Person and any such holder, in each case relating to this Agreement; (d) receive notices and take such actions as may be necessary or desirable pursuant to Section 2.3; and (e) take all actions necessary or appropriate in the judgment of the Representatives for the accomplishment of the foregoing. The Stockholder Representatives shall have authority and power to act on behalf of each Company Stockholder and Nonaccredited Holder with respect to the disposition, settlement or other handling of all claims under this Article IX and all rights or obligations arising under Section 2.3 or this Article IX. The Company Stockholders and the Nonaccredited Holders shall be bound by all actions taken and documents executed by the Representatives in connection with Section 2.3 or this Article IX, and Parent and other Parent Indemnified Persons shall be entitled to rely on any action or decision of the Stockholder Representatives. The individuals serving as the Stockholder Representatives may be replaced from time to time by the holders of a majority Escrow Pro Rata Share of the Escrow Amount then on deposit with Parent upon not less than ten days prior written notice to Parent. No bond shall be required of the Stockholder Representatives, and the Stockholder Representatives shall receive no compensation for their services. Notices or communications to or from the Stockholder Representatives shall constitute notice to or from each of the Company Stockholders and the Nonaccredited Holders. (b) The Stockholder Representatives may incur out-of-pocket expenses (including reasonable attorney’s fees and court costs) on behalf of the Company Stockholders and Nonaccredited Holders in their capacity as Stockholder Representatives, including with respect to the determination of the indemnification obligations of the Company Shareholders under Section 9.2(a) hereof (collectively, the “Representative Expenses”). If not paid directly to the Representatives by the Company Shareholders, the Representative Expenses may be recovered from (a) the Applicable Earn Out Payments, if any, to be distributed to the Company Stockholders and the Nonaccredited Holders, provided, that, the Representative shall have delivered a notice to Parent not less than five (5) Business Days prior to the date such Applicable Earn Out Payment is to be distributed setting forth the amount of such Representative Expenses to be paid to the Stockholder Representatives, or (b) from the Escrow Amount upon request by the Stockholder Representatives, provided however that the aggregate amount of all Representative Expenses to be paid from the Escrow Amount shall not exceed $100,000, and in either case such recovery will be made from the Company Stockholders and Nonaccredited Holders according to their respective Escrow Pro Rata Shares. (c) In performing the functions specified in this Agreement, the Stockholder Representatives shall not be liable to any Company Stockholder or Nonaccredited Holder in the absence of gross negligence or willful misconduct on the part of the Stockholder Representatives. Each Company Stockholder and Nonaccredited Holder shall severally (based on each such holder’s Escrow Pro Rata Share), and not jointly, indemnify and hold harmless the Stockholder Representatives from and against any loss, Liability or expense incurred without gross negligence or willful misconduct on the part of the Stockholder Representatives and arising out of or in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications acceptance or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence administration of his own gross negligence or willful misconductduties hereunder, including any Representative Expenses. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the "Buyer Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunder.

Appointment of Representatives. (i) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇ ▇▇▇a. ▇▇▇▇▇▇▇ (together with his permitted successors, ▇. ▇▇▇▇ is hereby appointed the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on of ASAP Investors, its respective Seller Members and their behalf in connection with respective Individual Owners (the transactions contemplated by this Agreement “ASAP Representative”) and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, is hereby appointed the "Buyer Representative"), as their true and lawful agent and attorney-in-fact of CRG Investors, its respective Seller Members and their respective Individual Owners (the “CRG Representative”)(the ASAP Representative and the CRG Representative may individually be referred to enter into any agreement on their behalf in connection with as a “Representative” and collectively as the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any “Representatives”) for purposes of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Escrow Agreement, and the Buyer Indemnified Parties may rely upon this appointment and the power and authority of the Representative agrees to legally act on behalf of and to bind the Seller Members and Individual Owners that hereby appoint such Representative. The ASAP Representative and the CRG Representative shall have the sole authority to act ason behalf of and to legally bind, respectively, ASAP Investors, its respective Seller Members and their respective Individual Owners, and CRG Investors, its respective Seller Members and their respective Individual Owners for all purposes of this Agreement and the Escrow Agreement, including without limitation pursuant to undertake Articles VIII, IX, X, XI, and XII of this Agreement. Without otherwise limiting the duties foregoing, with respect to the ASAP Representative, each of its Seller Members and responsibilities their respective Individual Owners acknowledge and agree that they shall be legally bound by the representations and warranties set forth in the Sellers’ and Equity Owners’ Article VIII Certificate delivered by the ASAP Representative pursuant to this Agreement. Without otherwise limiting the foregoing, with respect to the CRG Representative, each of such agent its Seller Members and attorney-in-facttheir respective Individual Owners acknowledge and agree that they shall be legally bound by the representations and warranties set forth in the Sellers’ and Equity Owners’ Article VIII Certificate delivered by the CRG Representative pursuant to this Agreement. b. Each of the Sellers, the Seller Members and the Individual Owners agrees that the foregoing appointment of the Representatives is, subject to the right to substitute a Representative described below, irrevocable. This power Each of attorney the Sellers, the Seller Members and the Individual Owners agrees that the foregoing appointment of the Representatives is coupled with an interest and irrevocableshall survive the incapacity, bankruptcy, insolvency, dissolution or death of any of the Sellers, the Seller Members and the Individual Owners, as the case may be. The In furtherance of the foregoing, each of the Sellers, the Seller Members and the Individual Owners shall take all such actions as are necessary to bind such Party’s successors, assigns, executors, personal representatives and heirs, as the case may be, to the foregoing appointment of the ASAP Representative or CRG Representative, as the case may be, and each such Party shall indemnify the other Sellers, the Seller Members, the Individual Owners, and the Buyer Indemnified Parties from any losses incurred by them in the event any such successor, assign, executor, personal representative or heir is not bound by the foregoing appointment of the ASAP Representative shall not or CRG Representative, as the case may be. c. Either Representative may be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) changed from time to time with the consent of Buyers who are collectively purchasing more than fifty percent the respective Seller Members that such Representative represents. Either Representative may resign at any time by giving at least thirty (50%30) in interest days’ written notice to Buyer, provided that such Representative shall continue to serve until his successor accepts the duties of the outstanding Company Shares ASAP Representative or (ii) in the absence of its own gross negligence or willful misconductCRG Representative, as the case may be. If a successor Representative is not appointed within twenty (20) days after the resignation, death or incapacity of the then-serving Representative, then such Representative (or his executor or other personal representative) or a majority of the Seller Members that such Representative represents may petition any court of competent jurisdiction for the appointment of a successor Representative. d. Upon having actual knowledge of the death of an Individual Owner, each Seller and Equity Owner shall use his, her or its reasonable efforts to promptly notify the Buyer Representative of such death. The obligation described in this Section 6.11(d) shall be unable or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent expire on the third (50%3rd) in interest anniversary of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderClosing Date.

Appointment of Representatives. (i) The SellersEach Stockholder hereby appoints a committee consisting of Howard Smuschkowitz, by executing this AgreementSerge Nusb▇▇▇, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇er (▇▇▇ "▇▇▇▇▇▇entati▇▇▇") ▇▇▇ ▇▇torney-in-fact of such Stockholder, with full power and authority, including power of substitution, acting in the name of and for and on behalf of such Stockholder to (i) give and receive notices and communications made pursuant to this Agreement, (ii) to amend or waive any provision to this Agreement, (iii) to execute a consent pursuant to the corporate and limited liability company statutes in respect of Sellers and any Stockholder that is an entity in connection with any such amendment or waiver as proxy for such Stockholders, (iv) to terminate this Agreement, (v) to execute and deliver the Escrow Agreement in the form attached as Exhibit B (the "Escrow Agreement") with such changes as the Representatives deem necessary or appropriate and shall have all of the rights and shall perform all of the obligations of the Representatives as set forth in the Escrow Agreement, (vi) to pursue, defend, and settle on behalf of all Stockholders any indemnification claims after the Closing, or (vii) to do all other things and to take all other action under or related to this Agreement which, in its discretion, it may consider necessary or proper to effectuate the acquisition of the Acquired Assets as contemplated under the Agreement and to resolve any dispute with Buyer over any aspect of this Agreement or any other agreement entered into by the Parties pursuant to this Agreement, and on behalf of such Stockholder, to enter into any agreement to effectuate any of the foregoing, which shall have the effect of binding such Stockholder as if such Stockholder had personally entered into such an agreement; provided, however, that all actions taken or decisions made by the Representatives on behalf of Stockholders shall be taken or made in a manner which is ratably and equitably amongst all Stockholders. The Representatives shall act by a majority vote of the members of the committee. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of any Stockholder or the occurrence of any other event or events and the Representatives may not terminate this power of attorney with respect to any Stockholder or such Stockholder's successors or assigns without the consent of Buyer. Each Stockholder agrees to hold the Representatives harmless from any and all loss, damage or Liability and expenses (including legal fees) which such Stockholder may sustain as a result of any action taken in good faith by the Representatives. No bond shall be required of the Representatives, and the Representatives shall receive no compensation for his or her services. Upon the death, disability or resignation of Howard Smuschkowitz, his succes▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Smuschkowitz; upon the de▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (together with ▇▇ resignation of Serge Nusbaum, his permitted successors, successor sh▇▇▇ ▇▇ ▇▇▇▇▇ Nusbaum; and upon the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreementdea▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, the "Buyer Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications y or supplements hereto, to exercise all or any resignation of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling to serve in such capacityBruce Weiner, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereundersha▇▇ ▇▇ ▇. ▇▇▇nine Weiner.

Appointment of Representatives. (ia) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted For the period beginning on the date hereof and appointed, effective as ending upon the later of (x) the expiration of the date last representation and warranty pursuant to Article VI of this Agreement, or (y) the date upon which the last of any remaining claims for indemnification by or against the Sellers under Article V of this Agreement are settled and satisfied, each of the Sellers hereby irrevocably appoints and authorizes Roy ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇ Rich▇▇▇ ▇. ▇▇▇▇▇▇ (together ▇▇e "Representatives") and each of them as such Seller's agents to deal with his permitted successors, Purchasers and the "Buyer Representative"Company regarding all matters arising under this Agreement (except to the extent that this Agreement expressly provides for any action to be taken or other matters to be dealt with by the Sellers themselves), and with respect thereto, each of the Sellers hereby constitutes and appoints each of the Representatives as their such Seller's true and lawful agent attorneys and attorney-in-fact agents to enter into any agreement sign the name of such Seller on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matterand all agreements, suitcertifications and instruments (including, claimbut not limited to, action or proceeding arising with respect to any transaction contemplated by this Agreement settlement agreements and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him consents) in connection with his obligations matters arising under or in connection with this Agreement Agreement, and any waiver of any provisions of, and resolution of any disputes or uncertainties arising under, this Agreement. Each of the Sellers agrees that the Representatives, and each of them, shall represent the Sellers for all purposes of this Agreement, including, without limitation, (iA) the negotiation, determination or settlement of any adjustments to the Purchase Price in accordance with the consent terms of Buyers who are collectively purchasing more than fifty percent this Agreement, (50%B) in interest the receipt of any portion of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative Purchase Price, which each Seller agrees shall be unable delivered to the Representatives on behalf of such Seller and such Seller shall not look to Purchasers or unwilling to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who therefor but delivery to the Representatives shall serve and exercise the powers of Buyer Representative hereunder.satisfy Purchasers' obligation with

Appointment of Representatives. (i) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as Each of the date of this Agreement, ▇▇▇Stockholders hereby constitutes and appoints Henr▇ ▇. ▇. ▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇▇▇▇▇ Fran▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. ▇▇ (together with his permitted successors, the "Buyer Representative"), as their true such Seller's duly authorized representatives and lawful agent and attorneyattorneys-in-fact (the "Representatives") for all purposes of this Agreement, the Escrow Agreement and all actions to enter into be taken hereunder and thereunder, having jointly (and not individually) the power and authority, without limitation, (i) to execute and deliver, for and on behalf of such Seller, the Escrow Agreement or any agreement on their behalf other documents, certificates, or instruments required to be executed in connection with the transactions contemplated by this Agreement Contemplated Transactions; (ii) to act for and to enter into any amendments, modifications or supplements hereto, to exercise all or any on behalf of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative such Seller with respect to any matter, suit, claim, action or proceeding disputes arising with respect to any transaction contemplated by under this Agreement and the Buyer Representative agrees Escrow Agreement; (iii) to act asexercise any investment authority conferred upon them by the Escrow Agreement; and (iv) to execute and deliver, for and on behalf of such Seller, all certificates, confirmations and other documents (including those contemplated by Article VI hereof) as shall be necessary and appropriate to consummate the Contemplated Transactions and to undertake the duties fulfill any and responsibilities all of such agent Seller's obligations hereunder. Such power and attorney-in-fact. This power authority of attorney is coupled with an interest and the Representatives shall be irrevocable. In the event either of the Representatives shall die or become disabled or for any other reason shall cease to function in the foregoing capacity, the other Representative shall have full power and authority to so function individually. Each Seller expressly acknowledges and agrees that neither of the Representatives shall have liability to such Seller for errors in judgment or any acts or omissions in connection herewith, whether or not disclosed and whether or not due to his negligence, unless caused by his willful misconduct. The Buyer Representative Representatives shall be indemnified from the Escrow out of the proceeds available to the Sellers therefrom for any expenses or liabilities (including costs of investigation and attorneys' fees) that they or either of them may incur by reason of claims made against them or either of them in their capacity as Representatives hereunder, whether or not due to negligence, unless such expense or liability is caused by such Representatives' willful misconduct or such indemnification is prohibited by applicable law. To the extent such indemnification obligation shall not be liable for any action taken or not taken satisfied by him in connection with his obligations under this Agreement (i) with such Seller individually, the consent of Buyers who Representatives are collectively purchasing more than fifty percent (50%) in interest authorized and empowered to withhold from such Seller's share of the outstanding Company Shares or (ii) funds held in the absence of its own gross negligence or willful misconduct. If Escrow, upon release thereof to the Buyer Representative Representatives, such amounts as shall be unable or unwilling required in order to serve in satisfy such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderindemnification obligation.

Appointment of Representatives. (i) The Sellers, by executing this Agreement, will be deemed to have irrevocably constituted Each Company Stockholder approves the designation of and appointed, effective as of the date of this Agreement, ▇designates A▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (together with his permitted successors, the ("Seller Representative"), as their true and lawful agent and attorney-in-fact to enter into any agreement on their behalf in connection with the transactions contemplated by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on him under this agreement, to waive any terms and conditions of this agreement (other than the obligation to pay the Purchase Price), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by any this Agreement and the Seller Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in- fact. This power of attorney is coupled with an interest and irrevocable. The Seller Representative shall not be liable for any action taken or not taken by him in connection with his obligations under this Agreement (i) with the consent of stockholders who, as of the date of this Agreement owned more than fifty percent (50%) in interest of the outstanding Company Shares (not including Company Shares held by the Seller Representative) or (ii) in the absence of his own gross negligence or willful misconduct. (ii) The Buyers, by executing this Agreement, will be deemed to have irrevocably constituted and appointed, effective as of the date of this Agreement, ▇▇S▇▇▇▇ ▇▇▇▇▇▇▇ (together with his permitted successors, as the "Buyer Representative"), joint representatives of the Company Stockholders and as their true and lawful agent and the attorney-in-fact and agent for and on behalf of each Company Stockholder (the “Representatives”) with respect to claims for indemnification pursuant to this Article 10 and the taking by the Representatives of any and all actions and the making of any decisions required or permitted to be taken by the Representatives pursuant to this Agreement, including the exercise of the power to: (a) authorize the release or delivery to Acquirer of the cash in the Escrow Fund in satisfaction of indemnification claims of any Indemnified Person pursuant to this Article 10; (b) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, any agreement claim for indemnification pursuant to this Article 10; (c) resolve, settle or compromise any claim for indemnification made pursuant to this Article 10; and (d) take all actions necessary in the judgment of the Representatives for the accomplishment of the foregoing. The Representatives will have authority and power to act on their behalf of each Company Stockholder with respect to the disposition, settlement or other handling of all claims for indemnification pursuant to this Article 10 and all rights or obligations arising under this Article 10. The Company Stockholders will be bound by all actions taken and documents executed by the Representatives in connection with this Article 10, and the Indemnified Persons will be entitled to rely on any action or decision of the Representatives. In performing the functions specified in this Agreement, the Representatives will not be liable to any Company Stockholder in the absence of gross negligence or willful misconduct on the part of the Representatives. Each Company Stockholder will severally, and not jointly, on a pro rata basis based on such Company Stockholder’s Pro Rata Share, indemnify and hold harmless the Representatives from and against any Liability incurred without gross negligence or willful misconduct on the part of the Representatives and arising out of or in connection with the transactions contemplated acceptance or administration of his duties hereunder. Any out-of-pocket costs and expenses reasonably incurred by this Agreement and to enter into any amendments, modifications or supplements hereto, to exercise all or any of the powers, authority and discretion conferred on it under this agreement, to waive any terms and conditions of this agreement (other than the obligation to deliver the Company Shares for the Purchase Price specified herein), to give and receive notices on their behalf and to be their exclusive representative with respect to any matter, suit, claim, action or proceeding arising with respect to any transaction contemplated by this Agreement and the Buyer Representative agrees to act as, and to undertake the duties and responsibilities of such agent and attorney-in-fact. This power of attorney is coupled with an interest and irrevocable. The Buyer Representative shall not be liable for any action taken or not taken by him Representatives in connection with his obligations under actions taken by the Representatives pursuant to the terms of this Agreement Article 10 (iincluding the hiring of counsel and the incurring of legal fees and costs) with will be paid from the consent of Buyers who are collectively purchasing more than fifty percent (50%) in interest of the outstanding Company Shares or (ii) in the absence of its own gross negligence or willful misconduct. If the Buyer Representative shall be unable or unwilling Escrow Fund, such amount not to serve in such capacity, his successor shall be named by those persons purchasing more than fifty percent (50%) in interest of the Company Shares who shall serve and exercise the powers of Buyer Representative hereunderexceed $50,000.