FairPoint Communications 2005 Annual Report Download - page 156

For purposes of clarification, no adjustment shall be made to the Purchase Price for amounts paid pursuant to Section 6.25.
(e) Purchase Price Adjustment Regarding Daniels & Associates, L.P. and Other Shareholder Expenses . The Purchase Price shall be adjusted at
the Closing to be reduced by: (i) an amount equal to the payment due Daniels & Associates, L.P. (“Daniels”) with regard to this transaction pursuant to the
engagement agreement dated July 12, 2005; and, (ii) other unpaid expenses of the Shareholders, to the extent that SICC is responsible for such expenses,
directly related to the negotiation, execution and closing of the transaction contemplated by this Agreement; with amounts of the Purchase Price adjustments
required for this purpose with respect to any such amounts unpaid as of the Closing Date to be paid by Buyer to Daniels and such other parties at the Closing
in immediately available funds.
1.5 Shareholder Communications and Actions .
(a) Appointment. Each Shareholder hereby irrevocably constitutes and appoints George Rawlinson, of Crosslink Wireless, Inc., as the true
and lawful agent and attorney-in-fact (the “Shareholder Representative”) with the powers set forth in this Agreement. If George Rawlinson is unwilling or unable
to serve as Shareholder Representative, each Shareholder hereby irrevocably constitutes and appoints Kevin Jacobsen, of Egyptian Communication
Services, Inc., as the successor Shareholder Representative. If Kevin Jacobsen is unwilling or unable to serve as Shareholder Representative, each Shareholder
hereby irrevocably constitutes and appoints H.R. Gentsch, of HTC Holding Co., as the successor Shareholder Representative. If H.R. Gentsch is unwilling or
unable to serve as Shareholder Representative, a successor Shareholder Representative shall be appointed by a plurality of the Shareholders, with each such
Person voting based on the number of Shares held immediately prior to the Effective Time. The absence of a Shareholder Representative, due to resignation or
any other reason whatsoever, shall not impair or prejudice any right or remedy Buyer may have at law or equity or under the terms of this Agreement.
(b) Communications and Actions. Buyer shall be entitled to rely upon any communication or writings given by or to, or executed by the
Shareholder Representative. All notices to be sent to any Shareholder pursuant to this Agreement or any other agreement contemplated hereby or delivered in
connection herewith shall be addressed to the Shareholder Representative and copies thereof shall be simultaneously sent to all Shareholders, provided that the
notice so sent or delivered to the Shareholder Representative shall be deemed proper and sufficient notice to each Shareholder hereunder without regard to
whether the notices sent to the other Shareholders are actually sent or received. Each Shareholder hereby consents and agrees that the Shareholder
Representative is authorized to accept and deliver notice on behalf of such Shareholder pursuant hereto and pursuant to all other agreements contemplated
hereby or delivered in connection herewith and to deliver waivers and consents on behalf of each Shareholder. All such notices, when delivered by the Buyer or
its agent to the Shareholder Representative, as applicable, shall be binding on all of the Shareholders. Delivery of notice by the Shareholder Representative to
the Buyer shall constitute delivery of notice to the Buyer by all the Shareholders.
6