Agent. For purposes of this Agreement, the term “agent” of the Company means any person who: # is or was a director, officer, employee or other fiduciary of the Company or a subsidiary of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

Agent. Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), Mtron irrevocably designates, and agrees to cause each Affiliate of Mtron so to designate, [[LGL:Organization]] as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as [[LGL:Organization]] may deem reasonably appropriate in matters relating to the preparation or filing of any Tax Return described in [Sections 3.1 and 3.2(a)(ii)].

Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the "Agent" shall be a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers.

Agent. Subject to the other applicable provisions of this Agreement (including, without limitation, Section 5), Mtron irrevocably designates, and agrees to cause each Affiliate of Mtron so to designate, LGL as its sole and exclusive agent and attorney-in-fact to take such action (including execution of documents) as LGL may deem reasonably appropriate in matters relating to the preparation or filing of any Tax Return described in [Sections 3.1 and 3.2(a)(ii)].

Agent. For purposes of this Agreement, the term “Agent” of the Company means any person who: # is or was a director, officer, employee, consultant, agent, or other fiduciary of the Company or a subsidiary of the Company; or # is or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer, employee, agent, or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

Agent. Each of the Loan Parties hereby irrevocably appoints Parent as its agent, attorney-in-fact and legal representative for all purposes, including requesting disbursement of the Term Loan and receiving account statements and other notices and communications to the Loan Parties (or any of them) from Agent or any Lender. Agent may rely, and shall be fully protected in relying, on any request for the Term Loan, disbursement instruction, report, information or any other notice or communication made or given by Parent, whether in its own name or on behalf of one or more of the other Loan Parties, and Agent shall not have any obligation to make any inquiry or request any confirmation from or on behalf of any other Loan Party as to the binding effect on it of any such request, instruction, report, information, other notice or communication, nor shall the joint and several character of the Loan Parties’ obligations hereunder be affected thereby.

Agent. Each reference herein to any right granted to, benefit conferred upon or power exercisable by the "Agent" shall be a reference to Agent, for the benefit of each member of the Lender Group and each of the Bank Product Providers.

Agent. For purposes of this Agreement, “agent” of the Company means any person who is or was a director, officer, manager, employee or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of the Company or a subsidiary of the Company as a director, officer, manager, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust or other enterprise; or was a director, officer, manager, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company; or was a director, officer, manager, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of such predecessor corporation.

Chicago Title Insurance Company

Escrow Agent. The parties hereto designate First American Title Insurance Company, 1660 West Second St., Suite 700, Cleveland, Ohio 44113, Attention: Rebecca Groetsch (the “Title Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall be held as a deposit under this Agreement in an interest-bearing account and: # applied against the Purchase Price if Closing occurs; or # delivered to Sellers or Buyer, in accordance with the terms of this Agreement upon the written approval of Sellers and Buyer, if Closing does not occur. Interest on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement.