Common use of Shareholder Representative Clause in Contracts

Shareholder Representative. (a) Each of the Shareholders hereby appoints the Shareholder Representative, as its agent and attorney-in-fact, for and on behalf of each of the Shareholders to give and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by SCG from time to time upon not less than thirty (30) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination). A vacancy in the position of Shareholder Representative may be filled by SCG. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to each of the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders shall each indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, Liability, or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decision, act, consent, or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.

Shareholder Representative. (a) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Shareholders hereby appoints the Shareholder Representativeany Shareholder, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ shall be appointed as its agent and attorney-in-factfact (the "Shareholder Representative") for each Shareholder, for and on behalf of each of the Shareholders Shareholders, to give and receive notices and communications, to authorize payment delivery to any Indemnified Party Parent of shares of Parent Common Stock from the Escrow Fund in satisfaction of claims by any Indemnified PartyParent, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the Shareholders from time to time upon not less than thirty (30) days' days prior written notice to Parent; provided, however, that the Purchaser (Shareholder Representative may not be removed unless holders of a majority in interest in the Escrow Fund agree to such removal and each to the identity of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination)substituted agent. A Any vacancy in the position of Shareholder Representative may be filled by SCGapproval of the holders of a majority in interest in the Escrow Fund. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its his or her services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good without gross negligence, bad faith and in the exercise of reasonable judgmentwillful misconduct. The Shareholders on whose behalf the Escrow Amount was contributed to the Escrow Fund shall each severally indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, Liability, liability or expense incurred without gross negligence or negligence, bad faith or willful misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative Representative. ("Shareholder Representative Expenses"). c) A decision, act, consent, consent or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, Representative shall constitute a decision of each all Shareholders for whom a portion of the Shareholders Escrow Amount otherwise issuable to them are deposited in the Escrow Fund and shall be final, binding and conclusive upon each of the such Shareholders; , and the Escrow Agent and the Purchaser Parent may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, consent or instruction of each of the Shareholdersand every such Shareholder. The Escrow Agent and the Purchaser 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 Shareholder Representative.49

Shareholder Representative. (a) Each of the Shareholders hereby appoints the R. ▇▇▇▇ ▇▇▇▇ shall be constituted and appointed as agent ("Shareholder Representative, as its agent and attorney-in-fact, ") for and on behalf of each of the NDI Shareholders to give and receive notices and communications, to represent the NDI Shareholders with respect to the determination of the Closing Date Balance Sheet and Total NDI Value, to authorize payment delivery to any Indemnified Party the Corporation of the Corporation Common Stock or other property from the Escrow Fund in satisfaction of claims by any Indemnified Partythe Corporation, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the holders of a majority in interest of the Escrow Fund from time to time upon not less than thirty ten (3010) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination). A vacancy in the position of Shareholder Representative may be filled by SCGCorporation. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any no compensation for its his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the NDI Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgmentjudgment and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The NDI Principal Shareholders shall each jointly and severally indemnify the Shareholder Representative and hold the Shareholder Representative him harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's his duties hereunder, including . (c) The Shareholder Representative shall have reasonable access to information about NDI and the reasonable fees assistance of NDI's officers and expenses employees for purposes of any legal counsel retained by performing his duties and exercising his rights hereunder, provided that the Shareholder Representative shall treat confidentially and not disclose any nonpublic information from or about NDI to anyone ("Shareholder Representative Expenses"except on a need to know basis to individuals who agree in writing to treat such information confidentially). A decision, act, consent, or instruction . (d) The Corporation acknowledges that the NDI Principal Shareholders may have a conflict of the interest with respect to duties as Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of and in such regard each NDI Principal Shareholder has informed the Corporation that he will act in the best interests of the Shareholders and shall be final, binding and conclusive upon each of the NDI Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.

Shareholder Representative. (ai) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Shareholders hereby appoints the Shareholder Representativeany shareholder, Unicorn Creative Services, Ltd. shall be appointed as its agent and attorney-in-factfact (the "Shareholder Representative") for each Company Shareholder, for and on behalf of each -------------------------- shareholders of the Shareholders Company, to give and receive notices and communications, to authorize payment delivery to any Indemnified Party Parent of payments from the Escrow Fund in satisfaction of claims by any Indemnified PartyParent, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the shareholders of the Company from time to time upon not less than thirty (30) days' days prior written notice to Parent; provided that the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination). A vacancy in the position of Shareholder Representative may not be filled by SCGremoved unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its servicesservices as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the ShareholdersCompany Shareholders or their permitted transferees. (bii) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall each severally indemnify the Shareholder Representative and hold the Shareholder Representative him or her harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Shareholders Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decision, act, consent, or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.

Shareholder Representative. (a) Each By approving the Merger at a special meeting of shareholders or by written consent of the Shareholders hereby appoints shareholders, each Shareholder shall have irrevocably authorized and appointed the chief executive officer of the Surviving Corporation or if there is no chief executive officer the next highest ranking officer ("Shareholder Representative"), with full power of substitution and resubstitution, as its agent such Shareholder's representative and true and lawful attorney-in-factfact and agent to act in such Shareholder's name, for place and stead as contemplated by Article 9 and to execute in the name and on behalf of each of such Shareholder the Shareholders to give Interwest Escrow Agreement and receive notices and communications, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim agreement, certificate, instrument or document to be delivered by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or connection with the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Interwest Escrow Agreement. Such agency may be changed by SCG from time to time upon not less than thirty (30) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination). A vacancy in the position of Shareholder Representative may be filled by SCG. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to each of the Shareholders. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder or under the Interwest Escrow Agreement as the Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Shareholders on whose behalf the Interwest Escrow Shares were contributed to the Interwest Escrow shall each indemnify the Shareholder Representative and hold the Shareholder Representative harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's duties hereunderhereunder and under the Interwest Escrow Agreement, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative Representative. ("Shareholder Representative Expenses"). c) A decision, act, consent, consent or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, Representative shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Interwest Escrow Agent and the Purchaser Indemnified Parties (as defined herein) may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, consent or instruction of each of the Shareholders. The Interwest Escrow Agent and the Purchaser Indemnified Parties are hereby relieved from any liability to any Person person for any acts done by them in accordance with such decision, act, consent or instruction of the Shareholder Representative.

Shareholder Representative. (ai) Each In the event that the Merger is approved, effective upon such vote, and without further act of the Shareholders hereby appoints the Shareholder Representativeany shareholder, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall be appointed as its agent and attorney-in-factfact (the "Shareholder Representative") for each Company Shareholder, for and on behalf of each of the Shareholders Company Shareholders, to give and receive notices and communications, to authorize payment delivery to any Indemnified Party Parent of payments from the Escrow Fund in satisfaction of claims by any Indemnified PartyParent, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the shareholders of the Company from time to time upon not less than thirty (30) days' days prior written notice to Parent; provided that the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination). A vacancy in the position of Shareholder Representative may not be filled by SCGremoved unless a majority-in-interest of the Company Shareholders agree to such removal and to the identity of the substituted agent. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its servicesservices as such. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the ShareholdersCompany Shareholders or their permitted transferees. (bii) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of reasonable judgment. The Company Shareholders shall each severally indemnify the Shareholder Representative and hold the Shareholder Representative him or her harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Shareholders Representative's duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decision, act, consent, or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.

Shareholder Representative. (a) Each By virtue of their approval of this Agreement, the IUMA Shareholders will be deemed to have irrevocably constituted and appointed, effective as of the Shareholders hereby appoints Effective Time, ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "Shareholder Representative"), as its their true and lawful agent and attorney-in-factfact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, for and on behalf of each to exercise all or any of the Shareholders powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize payment delivery to any Indemnified Party GoodNoise of the Indemnity Escrow Holdback or other property from the Indemnity Escrow Fund in satisfaction of claims by any Indemnified PartyGoodNoise, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than thirty ten (3010) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination)GoodNoise. A vacancy in the position of Shareholder Representative may be filled by SCG. No bond shall be required of the Shareholder Representative, and the The Shareholder Representative shall not receive any no compensation for its his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the IUMA Shareholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The IUMA Shareholders shall each severally indemnify the Shareholder Representative and hold the Shareholder Representative him harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decision, act, consent, or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.

Shareholder Representative. (a) Each The Shareholder Representative shall act as the representative of the Shareholders hereby appoints the Shareholder RepresentativeModel Shareholders, as its agent and attorney-in-fact, for and shall be authorized to act on behalf of each of the Model Shareholders and to give take any and receive notices and communicationsall actions required or permitted to be taken by the Shareholder Representative under this Agreement, to authorize payment to any Indemnified Party from the Escrow Fund in satisfaction of claims by any Indemnified Party, to object to such payments, 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, any claims (including the settlement thereof) made by E Com for indemnification or to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating be held harmless pursuant to this Agreement or the transactions contemplated hereby, and to take Article 8. The Model Shareholders shall be bound by all other actions that are either (i) necessary or appropriate in the judgment of taken by the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreement. Such agency may be changed by SCG from time to time upon not less than thirty (30) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination). A vacancy in the position of Shareholder Representative may be filled by SCG. No bond shall be required of the Shareholder Representative, and the Shareholder Representative shall not receive any compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to each of the Shareholderscapacity thereof. (b) The Shareholder Representative shall at all times act in his or her capacity as Shareholder Representative in a manner that the Shareholder Representative believes in good faith to be in the best interest of the Model Shareholders. Neither the Shareholder Representative nor any of its agents shall be liable to any Person for any error of judgment, or any action taken, suffered or omitted to be taken, under this Agreement, except in the case of its gross negligence, bad faith or willful misconduct. The Shareholder Representative may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any act done action taken or omitted hereunder as Shareholder Representative while acting to be taken in good faith and by it in accordance with the exercise advice of reasonable judgmentsuch counsel, accountants or experts. The Shareholders Shareholder Representative shall each indemnify not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement. As to any matters not expressly provided for in this Agreement, the Shareholder Representative shall not be required to exercise any discretion or take any action. (c) Each Model Shareholder severally shall indemnify and hold harmless and reimburse the Shareholder Representative harmless from and against such Model Shareholder’s ratable share of any loss, Liability, and all Losses suffered or expense incurred without gross negligence or bad faith on the part of by the Shareholder Representative and arising out of or in connection with the acceptance resulting from any action taken, or administration of the Shareholder Representative's duties hereunderomitted to be taken, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decisionunder this Agreement, act, consent, other than such Losses arising out of or instruction of resulting from the Shareholder Representative’s gross negligence, including but not limited to an amendment bad faith or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representativewillful misconduct.

Shareholder Representative. (a) Each By virtue of their approval of this Agreement, the Emusic Shareholders will be deemed to have irrevocably constituted and appointed, effective as of the Shareholders hereby appoints Effective Time, ▇▇▇▇ ▇▇▇▇▇▇ (the "Shareholder Representative"), as its their true and lawful agent and attorney-in-factfact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, for and on behalf of each to exercise all or any of the Shareholders powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize payment delivery to any Indemnified Party GoodNoise of the Indemnity Escrow Holdback or other property from the Indemnity Escrow Fund in satisfaction of claims by any Indemnified PartyGoodNoise, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than thirty ten (3010) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination)GoodNoise. A vacancy in the position of Shareholder Representative may be filled by SCG. No bond shall be required of the Shareholder Representative, and the The Shareholder Representative shall not receive any no compensation for its his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Emusic Shareholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Emusic Shareholders shall each severally indemnify the Shareholder Representative and hold the Shareholder Representative him harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decision, act, consent, or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.

Shareholder Representative. (a) Each By virtue of their approval of this Agreement, the Nordic Shareholders will be deemed to have irrevocably constituted and appointed, effective as of the Shareholders hereby appoints Effective Time, ▇▇▇▇ ▇▇▇▇▇▇ (the "Shareholder Representative"), as its their true and lawful agent and attorney-in-factfact to enter into any agreement in connection with the transactions contemplated by this Agreement or the Indemnity Escrow Agreement, for and on behalf of each to exercise all or any of the Shareholders powers, authority and discretion conferred on him under any such agreement, to waive any terms and conditions of any such agreement, to give and receive notices and communications, to authorize payment delivery to any Indemnified Party GoodNoise of the Indemnity Escrow Holdback or other property from the Indemnity Escrow Fund in satisfaction of claims by any Indemnified PartyGoodNoise, to object to such paymentsdeliveries, 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, to assert, negotiate, enter into settlements and compromises of, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to, any other claim by any Indemnified Party against any Shareholder or by any such Shareholder against any Indemnified Party or any dispute between any Indemnified Party and any such Shareholder, in each case relating to this Agreement or the transactions contemplated hereby, and to take all other actions that are either (i) necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing or (ii) specifically mandated by the terms of this Agreementforegoing. Such agency may be changed by SCG the holders of a majority in interest of the Indemnity Escrow from time to time upon not less than thirty ten (3010) days' prior written notice to the Purchaser (and each of the Management Shareholders expressly acknowledges the sole and absolute discretion of SCG to make such determination)GoodNoise. A vacancy in the position of Shareholder Representative may be filled by SCG. No bond shall be required of the Shareholder Representative, and the The Shareholder Representative shall not receive any no compensation for its his services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Nordic Shareholders. This power of attorney is coupled with an interest and is irrevocable. (b) The Shareholder Representative shall not be liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and not in a manner constituting gross negligence, and any act done or omitted pursuant to the exercise advice of reasonable judgmentcounsel shall be conclusive evidence of such good faith. The Nordic Shareholders shall each severally indemnify the Shareholder Representative and hold the Shareholder Representative him harmless against any loss, Liability, liability or expense incurred without gross negligence or bad faith on the part of the such Shareholder Representative and arising out of or in connection with the acceptance or administration of the Shareholder Representative's his duties hereunder, including the reasonable fees and expenses of any legal counsel retained by the Shareholder Representative ("Shareholder Representative Expenses"). A decision, act, consent, or instruction of the Shareholder Representative, including but not limited to an amendment or waiver of this Agreement pursuant to Article VIII hereof, shall constitute a decision of each of the Shareholders and shall be final, binding and conclusive upon each of the Shareholders; and the Escrow Agent and the Purchaser may rely upon any such decision, act, consent or instruction of the Shareholder Representative as being the decision, act, consent, or instruction of each 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 Shareholder Representative.