By the execution and delivery of this Agreement, each Seller hereby irrevocably constitutes and appoints Gary C. Evans (in such capacity, the “Sellers’ Representative”) as the true and lawful agent and attorney-in-fact of such Seller with full powers of substitution to act in the name, place and stead of thereof with respect to the performance on behalf of such Seller under the terms and provisions of this Agreement and the Ancillary Documents, as the same may be from time to time amended, and to do or refrain from doing all such further acts and things, and to execute all such documents on behalf of such Seller, if any, as the Sellers’ Representative will deem necessary or appropriate in connection with any of the transactions contemplated under this Agreement or any of the Ancillary Documents, including: # agree upon or compromise any matter related to the calculation of any adjustments to the Purchase Price; # direct the distribution of the Purchase Price among Sellers; # act for Sellers with respect to all indemnification matters referred to in this Agreement, including the right to compromise on behalf of Sellers any indemnification claim made by or against Sellers, if any; # act for Sellers with respect to all post-Closing matters; # terminate, amend or waive any provision of this Agreement; provided, that any such action, if material to the rights and obligations of Sellers in the reasonable judgment of the Sellers’ Representative, will be taken in the same manner with respect to all Sellers unless otherwise agreed by each Seller who is subject to any disparate treatment of a potentially adverse nature; # employ and obtain the advice of legal counsel, accountants and other professional advisors as the Sellers’ Representative, in his or her sole discretion, deems necessary or advisable in the performance of his or her duties as the Sellers’ Representative and to rely on their advice and counsel; # incur and pay expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other fees and expenses allocable or in any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; # receive all or any portion of the Purchase Price and to distribute the same to Sellers according to this Agreement; # sign any releases or other documents with respect to and dispute or remedy arising under this Agreement or the Ancillary Documents; and # do or refrain from doing any further act or deed on behalf of Sellers which the Sellers’ Representative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement as fully and completely as any Seller could do if personally present and acting. The Sellers’ Representative hereby accepts his or her appointment and authorization as the Sellers’ Representative under this Agreement.

. Effective upon the execution and delivery of this Agreement by the Sellers, the Sellers hereby appoint ​ as attorney-in-fact and agent, with full power of substitution, to act for and on behalf of each Seller with respect to any matter arising under or in connection with this Agreement or any Ancillary Agreements (the “Seller Representative”). ​ # accepts his appointment and authorization to act as attorney-in-fact and agent on behalf of each Seller in accordance with the terms of this Agreement and the Ancillary Agreements, and # agrees to perform his obligations hereunder and under the Ancillary Agreements and otherwise comply with this Agreement and the Ancillary Agreements. The Seller Representative has authority to, among other things: # engage attorneys, accountants and agents at the expense of the Sellers, # dispute or refrain from disputing any indemnification claim made by a Buyer Indemnified Party under Article IX, above, # negotiate and compromise any dispute which may arise under Article II, Article IX or Article X, above, # exercise or refrain from exercising any remedies available to the parties under Article II, Article IX or Article X, above, # sign any releases or other documents with respect to any dispute or remedy referenced in [clause (ii), (iii) or (iv) above], # waive any condition, obligation, right or remedy contained in this Agreement or any Ancillary Agreement, # review and approve matters related to the Final Pricing Statement and the final Closing Purchase Price, # review and approve matters relating to the Earnout Amount # prepare and file income Tax Returns with respect to the Company, # consummate the transactions contemplated hereunder, and # give such instructions and do such other things and refrain from doing such other things as the Seller Representative in his sole discretion deems necessary or appropriate on behalf of the Sellers in respect of the provisions of this Agreement and the Ancillary Agreements.