Extract to table

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement

Such appointment shall be deemed to have been made by each Selling Stockholder individually and shall be binding upon each Selling Stockholder and its respective successors, assigns, heirs, executors, administrators, and legal representatives

2 Marcus Delgado hereby accepts such appointment and agrees to perform the duties and exercise the authority granted herein in accordance with the terms and conditions of this Agreement

Such appointment is irrevocable by any individual Selling Stockholder without the prior written consent of Selling Stockholders holding at least a majority of the Pro Rata Shares, and shall not be revoked or otherwise affected by the death, disability, incompetency, bankruptcy, insolvency, or dissolution of any individual Selling Stockholder

1, the Seller Representative shall have the authority to take the following actions on behalf of each and all of the Selling Stockholders: (a) Post-Closing Purchase Price Adjustments

The Seller Representative shall provide reasonable advance written notice to the affected Selling Stockholders of any such deduction or withholding, together with reasonable documentation supporting the basis for such deduction or withholding, but the Seller Representative's right to deduct and withhold shall not be conditioned upon the provision of such notice