Common use of Appointment of Representative Clause in Contracts

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of Each Seller and the adoption of this Agreement, executing Company irrevocably constitutes and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative appoints Xx. Xxxxxx Xxxxxxxx as the representative of Representative, with full and unqualified power to delegate to one or more Persons the Company Members authority granted to it hereunder, to act as such Person’s true and as the lawful attorney-in-fact and exclusive agent for agent, with full power of substitution, and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by authorizes the Representative of acting for such Person and in such Person’s name, place and stead, in any and all actions capacities to do and the making of any decisions perform every act and thing required or permitted to be taken done in connection with the transactions contemplated by this Agreement and the other Transaction Agreements, as fully to all intents and purposes as such Person might or could do in person, including: (i) to determine the time and place of Closing, to determine whether the conditions to effect the Closing set forth in Section 5 have been satisfied (or to waive such conditions); (ii) to take any and all action on behalf of such Sellers and the Company from time to time as Representative under may deem necessary or desirable to fulfill the interests and purposes of this AgreementAgreement and the other Transaction Agreements and to engage agents and representatives (including accountants and legal counsel) to assist in connection therewith, including the exercise delivery of the power to: Purchased Interests and Membership Interest Assignments to Purchaser as contemplated hereby; (iiii) to negotiate, execute and deliver any amendments to and terminations of this Agreement and the other Transaction Agreements and to prepare any modification to the Disclosure Schedule; (iv) to give such orders and receive notices and communications (on behalf of itself or any other Company Member) relating instructions as Representative in his sole discretion shall determine with respect to this Agreement or any of and the other Transaction Agreements and the transactions contemplated hereby and other matters contemplated hereby, thereby; (iiv) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any retain a portion of the Holdback Amount (including, Purchase Price for the avoidance payment of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, expenses relating to this Agreement or any of the transactions or other matters contemplated hereby the obligations of the Sellers and the Company, Representative, or any such Seller or Company arising under or in connection with this Agreement and maintain a reserve for a period of time in connection with the payment of such expenses or obligations, and to incur and pay such expenses and obligations out of such reserve as Representative deems appropriate in his sole discretion; (ivvi) to take all actions necessary to handle and resolve claims by or appropriate against Purchaser for indemnification by such Sellers under this Agreement; (vii) to take all actions necessary to handle and resolve any adjustment to the Purchase Price under this Agreement; (viii) to retain and to pay legal counsel and other professionals in connection with any and all matters referred to herein or relating hereto or any other Transaction Agreements (which counsel or other professionals may, but need not, be counsel or other professionals engaged by the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoingCompany); (ix) to make, the Representative shall have no obligation to act acknowledge, verify and file on behalf of the Company Membersany such Seller applications, except consents to service of process and such other documents, undertakings or reports as expressly provided hereinmay be required by Law as determined by Representative in his sole discretion after consultation with counsel; and (x) to make, exchange, acknowledge, deliver, amend and terminate all such other contracts, powers of attorney, orders, receipts, notices, requests, instructions, certificates, letters and other writings, and for purposes of clarityin general to do all things and to take all actions, there are no obligations of the that Representative in any ancillary agreementhis sole discretion may consider necessary or proper in connection with or to carry out the aforesaid, schedule, exhibit as fully as could such Sellers or the Company Disclosure Letter. The if personally present and acting. (b) Each of such Sellers and the Company hereby irrevocably grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the matters described above, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that Representative shall have authority may lawfully do or cause to be done by virtue hereof, including without limitation executing and power to act delivering any Transaction Agreement and any other agreements, instruments and consents on behalf of each any of the Sellers. Each of such Sellers and the Company Member further agrees not to take any action inconsistent with respect the terms of this Section 9.23 or with the actions (or decisions not to the dispositionact) of Representative hereunder, settlement and in any case shall not take any action or other handling of all Claims position under this Article 10 Agreement without the consent of Representative. To the extent of any inconsistency between the actions (or decisions not to act) of Representative and all rights of any such Seller or obligations arising under the Company hereunder, the actions (or decisions not to act) of Representative shall control. EACH SUCH SELLER ACKNOWLEDGES THAT IT IS HIS OR ITS EXPRESS INTENTION TO HEREBY GRANT A DURABLE POWER OF ATTORNEY UNTO REPRESENTATIVE AND THAT THIS DURABLE POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT INCAPACITY OF SUCH SELLER. Each of such Sellers and the Company further acknowledges that this Article 10. The power of attorney is coupled with an interest and irrevocable, and agrees that upon execution of this Agreement, any delivery by Representative of any waiver, amendment, agreement, opinion, certificate or other documents executed by Representative pursuant to this Section 9.23, such Seller and the Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions such documents as fully as if such Seller and the Company had executed and delivered such documents, and any action (or decision not to act) taken and documents executed or otherwise implemented by the Representative in connection with the Representative’s duties under this Agreement, and Parent Agreement shall be binding upon all Sellers and the other Parent Indemnified Parties Company. (c) Each Seller agrees that Purchaser shall be entitled to rely on any action or decision taken by Representative, on behalf of the Representative. The Company Members recognize Sellers pursuant to Section 9.23(a) above (each, an “Authorized Action”), and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and Authorized Action shall be binding on any successor theretoeach such Seller as fully as if such Person had taken such Authorized Action. Each Company Member (x) Seller acknowledges and agrees that all any payment made by Purchaser or Parent on behalf of such Seller to Representative pursuant to this Agreement shall constitute full and complete payment to such Seller and neither Purchaser nor Parent shall have any further Liability therefor. No Seller shall bring, and each Seller hereby waives any right to bring, any Legal Proceeding against Purchaser or Parent as a result of any actions taken or inactions of Representative. (d) Any indemnity, liability, payment, or other requirements (collectively “Risk”) assumed by the Representative under in this Agreement shall be binding upon such Company Member assumed by and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available apply to contest, negate or disaffirm the action each of the Sellers individually. Each of the Sellers agree that should any Risk arise, then the Sellers will equally contribute resources and time to mitigating or resolving the Risk. Each of the Sellers explicitly agree to indemnify and hold Representative taken in good faith under this Agreement or harmless for any Risk brought against the Representative Engagement Agreement. The arising out of or relating to this transaction, except for actions where the Representative has engaged in gross negligence. (e) In the event of the death or permanent disability of Representative, or his resignation, a successor Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed be appointed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf majority vote of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action holders of the Representative as being the binding decision or action issued and outstanding equity interests of the Company Membersimmediately prior to the Closing, with each such holder (or such holder’s successors or assigns) to be given a vote equal to the number of votes represented by the percentage of the Company’s outstanding equity interests held by such holder immediately prior to the Closing, and Parent in that event the appointment shall be binding upon all the Sellers. (f) Each Seller shall, simultaneous with the execution of this Agreement, deposit his, her or its equity interests of the Company (together with an executed Membership Interest Assignment executed in blank) with Representative for delivery by Representative to Purchaser at the Closing. (g) Representative shall not be liable to any Company Member or any other Person of the Sellers for any actions taken act done or omitted from being taken by them hereunder as Representative while acting in good faith (and any act done or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable omitted pursuant to the Company Members. No bond shall be required advice of the Representative. The immunities professional advisors (including attorneys and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”accountants) shall be liable to conclusive evidence of such good faith) and without gross negligence. Each Seller shall defend and indemnify Representative and hold him harmless from and against any Company Member in the absence of Liabilities incurred without gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising that arise out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses (including legal and legal accounting fees and other legal costs expense) reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionsRepresentative. (ch) Parent In performance of Representative’s duties, Representative shall hold back from be entitled to rely upon the First Cash Payment payable Disclosure Schedules and upon the representations and warranties made by the Sellers as correct and complete. Representative may rely upon as correct the information supplied to Representative by the Company prior to the Closing Date, any professional advisors (including accountants and attorneys) of any Seller, and any professional advisors of the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount prior to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Date. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor Pursuant to the approval of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofauthorization of the form of this Agreement by the Company shareholders, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as is appointed, authorized and empowered to be the representative of the Company Members exclusive proxy, representative, agent and as the attorney-in-fact of each of the Company Holders (other than the holders of Dissenting Shares), with full power of substitution, to make all decisions and exclusive agent for determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each the Company Member Holders and the Major Common Holder at any time, in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement and the Transaction Documents, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with respect the activities to Claims be performed by or on behalf of such Company Holders and the Major Common Holder under this Article 10 Agreement and the taking by the Representative of Transaction Documents, and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all actions and claims for remedies brought pursuant to this Agreement or the making of any decisions required or permitted to be taken by the Representative under Transaction Documents). By executing this Agreement, including the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of such Company Holders and the Major Common Holder: (i) to give and receive notices notices, communications and communications consents under this Agreement and the Transaction Documents; (ii) to receive and distribute payments pursuant to this Agreement and the Related Agreements; (iii) to waive any provision of this Agreement and the Transaction Documents; (iv) to assert any claim or institute any action; (v) to investigate, defend, contest or litigate any action initiated by any Person against the Representative; (vi) to receive process on behalf of itself any or all such Company Holders and the Major Common Holder in any other Company Membersuch action; (vii) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members Agreement and their respective successorsthe Transaction Documents; (viii) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Transaction Documents; and (ix) to make, heirsexecute, estates acknowledge and assigns shall be bound by deliver all actions taken such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and documents executed by other writings, and, in general, to do any and all things and to take any and all action that the Representative Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted activities described in this Section 10.14(a) 7.1 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party for all purposes in connection with this Agreement and the agreements ancillary hereto, including with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company MemberIndemnified Party) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members Indemnifying Parties of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) Escrow Fund or through direct recovery from Company MembersIndemnifying Parties, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members Indemnifying Parties and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 10, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a10.12(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnifying Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company MembersIndemnifying Parties (the “Requisite Indemnifying Parties”). The Representative may resign upon 20 days’ written notice delivered to the Requisite Indemnifying Parties and Parent. If the Representative shall resign, the Requisite Indemnifying Parties shall, within 20 days after such resignation, appoint a successor to the Representative. If no such successor is appointed within 20 days after such resignation, Founder shall be deemed the Representative until the Requisite Indemnifying Parties appoint a successor to the Representative. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his, her or its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties. (b) In performing The Representative and the functions specified members of the Advisory Committee, in this Agreementeach member’s capacity as such, neither established under the Representative nor its members, managers, directors, officers, contractors, agents and employees Representative’s engagement letter (collectively, the “Representative Group”) shall be liable will not incur any liability of any kind with respect to any Company Member action or omission by the Representative Group in connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, except in the absence event of liability directly resulting from the Representative’s or the members’ of the Advisory Committee, as applicable, gross negligence or willful breach on the part of the Representativemisconduct. Each Company Member The Representative Group shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds be liable for any action or omission pursuant to this Agreement), and not jointly, the advice of counsel. The Indemnifying Parties will indemnify, defend and hold harmless the Representative Group from and against any lossand all losses, liabilityliabilities, claimdamages, damageclaims, feepenalties, cost or expense fines, forfeitures, actions, fees, costs and expenses (including costs the fees and expenses of skilled professionals counsel and incurred in connection with seeking recovery from insurers)experts and their staffs and all expense of document location, judgmentduplication and shipment) (collectively, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the “Representative and Expenses”) arising out of or in connection with the acceptance Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Expense is suffered or administration of its duties hereunderincurred; provided, including that in the event that any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred such Representative Expense is finally adjudicated to have been directly caused by the Representative (togethergross negligence or willful misconduct of the Representative, the “Representative Expenses”)will reimburse the Indemnifying Parties the amount of such indemnified Representative Expense to the extent attributable to such gross negligence or willful misconduct. Such If not paid directly to the Representative by the Indemnifying Parties, any such Representative Expenses may be recovered first, by the Representative from (i) the funds in the Expense Fund, second, from any distribution of Fund and (ii) the Holdback Amount Escrow Cash at such time as remaining amounts would otherwise be distributable to the Company Members at Indemnifying Parties; provided, that while this Section 10.12(b) allows the time of distribution, and third, directly Representative to be paid from the Company Members. The Company Members acknowledge that aforementioned sources of funds, this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Expenses as they are suffered or incurred, nor does it prevent the Representative shall not from seeking any remedies available to it at law or otherwise. In no event will any member of the Representative Group be required to expend or risk advance its own funds on behalf of the Indemnifying Parties or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise incur any financial liability applicable to, the Indemnifying Parties set forth elsewhere in this Agreement are not intended to be applicable to the exercise indemnities provided to the Representative Group under this section. The foregoing indemnities will survive the Closing, the resignation or performance removal of any member of its powers, rights, duties or privileges or pursuant to this Agreement the Representative Group or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionstermination of this Agreement. (c) Upon the Closing, Parent shall hold back from the First Cash Payment payable will wire to the Company Members pursuant to Section 2.3(c)(ii)(A) Representative $200,000.00 200,000 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall ), which will be used (i) for the purposes of paying directly directly, or reimbursing the Representative for for, any Representative Expenses incurred third-party expenses pursuant to this Agreement (the “Expense Fund”). The Indemnifying Parties will not receive any interest or earnings on the Expense Fund and irrevocably transfer and assign to the Representative is any ownership right that they may otherwise have had in any such interest or earnings. The Representative will not providing any investment supervision, recommendations or advice and shall have no responsibility or liability be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fundwill hold these funds separate from its corporate funds, and has no tax reporting or income distribution obligations. The Company Members will not receive use these funds for its operating expenses or any interest on other corporate purposes and will not voluntarily make these funds available to its creditors in the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Membersevent of bankruptcy. As soon as reasonably determined by practicable following the completion of the Representative’s responsibilities, the Representative that will deliver any remaining balance of the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, Exchange Agent for further distribution to the Company MembersIndemnifying Parties. For Tax tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount will be treated as having been received and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held set aside by the Representative (and, for Indemnifying Parties at the avoidance time of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Closing. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite limited liability company power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) the execution, delivery and performance by the Representative of this Agreement and any other applicable Contract, instrument or document contemplated hereby have been duly and validly authorized by the Representative and no other act or proceeding on the part of the Representative or its equity holders is necessary to authorize the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby, (iii) this Agreement and any other applicable Contract, instrument or document to be executed contemporaneous to the Agreement Date or the Closing Date has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iiiiv) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger Mergers will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing Each Seller and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members irrevocably constitutes and appoints Xxxxxxx Xxxxxx as Representative, with full and unqualified power to delegate to one or more Persons the authority granted to it hereunder, to act as such Person’s true and lawful attorney-in-fact and exclusive agent agent, with full power of substitution, and authorizes Representative acting for such Person and on behalf of each Company Member with respect to Claims under this Article 10 in such Person’s name, place and the taking by the Representative of stead, in any and all actions capacities to do and the making of any decisions perform every act and thing required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative done in connection with the Representative’s duties under transactions contemplated by this Agreement, and Parent Agreement and the other Parent Indemnified Parties shall be entitled Transaction Agreements, as fully to rely on any action all intents and purposes as such Person might or decision could do in person, including: (i) to determine the time and place of Closing, to determine whether the Representative. The Company Members recognize and intend that conditions to effect the power of attorney granted Closing set forth in this Section 10.14(a7 have been satisfied (or to waive such conditions); (ii) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives take any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of such Sellers and the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by as Representative may deem necessary or desirable to fulfill the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities interests and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any the other applicable Contract, instrument or document contemplated hereby Transaction Agreements and to perform its obligations hereunder engage agents and thereunderrepresentatives (including accountants and legal counsel) to assist in connection therewith, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor including the consummation of the Merger will conflict withas contemplated hereby; (iii) to negotiate, or result execute and deliver any amendments to and terminations of this Agreement and the other Transaction Agreements and to prepare any modification to the Disclosure Schedule; (iv) to give such orders and instructions as Representative in his sole discretion shall determine with respect to this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby; (v) to retain a termination, breach, impairment or violation of, the organizational or other governing documents portion of the Purchase Price for payment of expenses relating to the transactions or the obligations of the Sellers and the Company, Representative, or any applicable Law such Seller or Contract the Company arising under or in connection with this Agreement and maintain a reserve for a period of time in connection with the payment of such expenses or obligations, and to which incur and pay such expenses and obligations out of such reserve as Representative deems appropriate in his sole discretion; (vi) to take all actions necessary to handle and resolve claims by or against Merger Sub or Parent for indemnification by such Sellers under this Agreement; (vii) to take all actions necessary to handle and resolve any adjustment to the Representative or its assets or properties is bound.Purchase Price under this Agreement;

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Capital Stock, Company Options or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Aggregate Escrow Cash in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims to, indemnification claims by Parent or any other Parent Indemnified Party Person against the Aggregate Escrow Cash pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims against the Aggregate Escrow Cash under this Article 10 11 and all rights or obligations with respect to the Aggregate Escrow Cash arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions and decisions taken and documents executed consents and instructions given by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties Persons and the Escrow Agent shall be entitled to rely on on, and shall be relieved from any action liability to any Person for any acts done by them in accordance with, any such action, decision, consent or decision instruction of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights Notices or communications to indemnification granted to or from the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by after the Representative; and (3) Closing shall survive the death, incapacity, dissolution, liquidation, bankruptcy constitute notice to or winding up of from each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the RepresentativeEffective Time Holders. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Aggregate Escrow Cash then on deposit with the Escrow Agent upon not less than ten days prior written notice to Parent and the Company Members. No bond Escrow Agent, which notice shall be required of specify the Person replacing the Representative. The immunities , the effective date of such replacement, the mailing address and rights to indemnification shall survive telephone number for such Person and other information reasonably requested by Parent or the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEscrow Agent. (b) In performing the functions specified in this Agreement, neither The Representative will incur no liability of any kind with respect to any action or omission by the Representative nor its membersin connection with the Representative’s services pursuant to this Agreement and any agreements ancillary hereto, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member except in the absence event of liability directly resulting from the Representative’s gross negligence or willful breach on misconduct. The Representative shall not be liable for any action or omission pursuant to the part advice of the Representativecounsel. Each Company Member shall The Effective Time Holders will severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), Share) and not jointly, jointly indemnify, defend and hold harmless the Representative Group from and against any lossand all losses, liabilityliabilities, claimdamages, damageclaims, feepenalties, cost or expense fines, forfeitures, actions, fees, costs and expenses (including costs the fees and expenses of skilled professionals counsel and incurred in connection with seeking recovery from insurers)experts and their staffs and all expense of document location, judgmentduplication and shipment) (collectively, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the “Representative and Expenses”) arising out of or in connection with the acceptance Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Expense is suffered or administration of its duties hereunderincurred; provided, including that in the event that any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred such Representative Expense is finally adjudicated to have been directly caused by the Representative (togethergross negligence or willful misconduct of the Representative, the “Representative Expenses”)will reimburse the Effective Time Holders the amount of such indemnified Representative Expense to the extent attributable to such gross negligence or willful misconduct. Such If not paid directly to the Representative by the Effective Time Holders, any such Representative Expenses may be recovered by the Representative from (i) first, from the Expense Fund, Cash and (ii) second, from the Escrow Cash at such time as any distribution of the Holdback Amount remaining amounts would otherwise be distributable to the Company Members at Effective Time Holders; provided, that while this Section 11.7 allows the time of distribution, and third, directly Representative to be paid from the Company Members. The Company Members acknowledge that aforementioned sources of funds, this does not relieve the Effective Time Holders from their obligation to promptly pay such Representative Expenses as they are suffered or incurred, nor does it prevent the Representative shall not from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to expend or risk advance its own funds on behalf of the Effective Time Holders or otherwise incur any financial liability otherwise. Notwithstanding anything in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Effective Time Holders set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Representative under this Section 11.7. The foregoing indemnities will survive the Closing, the resignation or removal of the Representative or the transactions contemplated herebytermination of this Agreement. FurthermoreUpon the Closing, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall will wire the Expense Fund Amount Cash to the Representative. The Expense Fund Amount shall Representative to be held by the Representative it in a segregated client funds account and shall which will be used (i) for the purposes of paying directly directly, or reimbursing the Representative for for, any Representative Expenses incurred third party expenses pursuant to this Agreement (and the “agreements ancillary hereto. The Effective Time Holders will not receive any interest or earnings on the Expense Fund”)Cash and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative is will not providing any investment supervision, recommendations or advice and shall have no responsibility or liability be liable for any loss of principal of the Expense Fund Cash other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fundwill hold these funds separate from its corporate funds, and has no tax reporting or income distribution obligations. The Company Members will not receive use these funds for its operating expenses or any interest on other corporate purposes and will not voluntarily make these funds available to its creditors in the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Membersevent of bankruptcy. As soon as reasonably determined by practicable following the Representative that completion of the Expense Fund is no longer required to be withheldRepresentative’s responsibilities, the Representative shall distribute will deliver any remaining balance of the remaining Expense Fund (if any) Cash to Parent or the exchange agent, if any, as applicable, Payments Administrator for further distribution to the Company MembersEffective Time Holders. For Tax tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount Cash will be treated as having been received and then each Company Member voluntarily set aside by the Effective Time Holders at the time of Closing. For clarity, no Parent Indemnified Person shall be deemed to have voluntarily contributed such amount any liability with respect to the Expense Fund held by Cash, including with respect to the distribution, investment, holding and disposition thereof. (c) The Representative shall have reasonable access to information about the Surviving Corporation and the reasonable assistance of the Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that, the Representative shall treat confidentially and not use or disclose the terms of this Agreement or any nonpublic information from or about the Surviving Corporation to anyone (and, for the avoidance of doubt, the amount of the Expense Fund that is returned except to the Company Members shall not again be subject to information reporting or Tax withholding by Parent Effective Time Holders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially); provided, however, that neither Parent nor the Surviving Company)Corporation shall be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would jeopardize the protection of attorney-client privilege. The Representative shall enter into a separate customary confidentiality agreement prior to being provided access to such information if reasonably requested by Parent. (d) The Representative represents and warrants Notwithstanding anything in this Article 11 to the contrary, unless a majority-in-interest of the Effective Time Holders (determined using their respective Pro Rata Shares) shall have notified Parent and Merger Sub the Representative in writing to the contrary, the Representative shall not be empowered or authorized to act as agent or attorney-in-fact for or on behalf of the Agreement Date and as Effective Time Holders with respect to any indemnification claim to the extent such claim seeks recovery from the Effective Time Holders directly (i.e., beyond the Escrow Cash) (“Extended Parent Claim”), meaning that the grants of authority to the Representative contemplated by Section 11.7(a) shall not be applicable with respect to any such Extended Parent Claim. (e) Certain Effective Time Holders (the “Advisory Group”) have concurrently herewith entered into a letter agreement with the Representative regarding direction to be provided by the Advisory Group to the Representative. The Advisory Group shall incur no liability to the Effective Time holders for any liability incurred by the members of the Closing Date as follows: Advisory Group while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (i) it being understood that any act done or omitted pursuant to the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contractadvice of counsel shall be conclusive evidence of such good faith), instrument even if such act or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by omission constitutes negligence on the Representative and constitutes a valid and binding obligation part of the Representative, enforceable in accordance with Advisory Group or one of its terms and (iii) neither members. This indemnification shall survive the execution, delivery or performance termination of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is boundEscrow Agreement.

Appointment of Representative. (a) By voting in favor Each of the adoption M/C Stockholders hereby appoints M/C Partners, with power of this Agreementsubstitution, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and its exclusive agent to act on its behalf with respect to any and all actions to be taken under or amendments or modifications to be made to this Agreement (the "M/C Representative"). The M/C Representative shall take, and the M/C Stockholders agree that the M/C Representative shall take, any and all actions which the M/C Representative believes are necessary or advisable under this Agreement for and on behalf of each of the M/C Stockholders, as fully as if each of the M/C Stockholders was acting on its own behalf, including, without limitation, dealing with the Company Member and the other parties hereto with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative matters arising under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself entering into any amendment or any other Company Member) relating modification to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture deemed advisable by the M/C Representative and taking any and all other actions specified in or contemplated by this Agreement. The Company Members of and the other parties hereto shall have the right to rely upon all actions taken or any portion of not taken by the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party M/C Representative pursuant to this Article 10 (including by not objecting to such Claims)Agreement, (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders all of courts with respect to (A) Claims by Parent which actions or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns omissions shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of legally binding upon each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersM/C Stockholders. (b) In performing Each of the functions specified in this AgreementPrincipal CCI Shareholders hereby appoints Xxxxxxx, neither the Representative nor with power of substitution, as its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable exclusive agent to act on its behalf with respect to any Company Member in the absence of gross negligence and all actions to be taken under or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not amendments or modifications to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant made to this Agreement (the “Expense Fund”"CCI Representative"). The CCI Representative is not providing shall take, and the Principal CCI Shareholders agree that the CCI Representative shall take, any investment supervision, recommendations and all actions which the CCI Representative believes are necessary or advice advisable under this Agreement for and shall have no responsibility or liability for any loss on behalf of principal each of the Expense Fund other than Principal CCI Shareholders, as a result fully as if each of the Principal CCI Shareholders was acting on its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection own behalf, including, without limitation, dealing with the Expense FundCompany and the other parties hereto with respect to all matters arising under this Agreement, entering into any amendment or modification to this Agreement deemed advisable by the CCI Representative and has no tax reporting taking any and all other actions specified in or income distribution obligationscontemplated by this Agreement. The Company Members will and the other parties hereto shall have the right to rely upon all actions taken or not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined taken by the CCI Representative that the Expense Fund is no longer required pursuant to be withheldthis Agreement, the Representative shall distribute the remaining Expense Fund (if any) to Parent all of which actions or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent omissions shall be deemed to have paid at Closing to legally binding upon each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Principal CCI Shareholders. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor Each of the adoption of Shareholders hereby appoints Xxxx Xxxxxx as such Shareholder's exclusive agent to act on such Shareholder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, executing or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement referred to in Sections 8.5 and delivering a Joinder 9.5 hereof, is sometimes referred to in this Agreement or participating in as the Merger "Representative." The Representative shall take, and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates Shareholders agree that the Representative as the representative of the Company Members shall take, any and as the attorney-in-fact and exclusive agent all actions which he believes are necessary or appropriate under this Agreement for and on behalf of each Company Member the Shareholders, as fully as if the Shareholders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Sections 8.5 and 9.5 hereof with respect to Claims all matters arising under this Article 10 and the such Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating pursuant to this Agreement and the Escrow Agreement, all of which actions or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns omissions shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of legally binding upon each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement AgreementShareholders. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it Shareholders hereby agree to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify and hold harmless the Xxxx Xxxxxx in his capacity as Representative Group from and against any loss, liability, damage, demand, claim, damagecost, feesuit, cost action or cause of action, judgment, award, assessment, interest, penalty or expense (including costs of skilled professionals and including, without limitation, reasonable attorneys' fees) suffered or incurred in connection with seeking recovery from insurers)by, judgmentfor, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and account of, arising out of from, or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”)Xx. Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionsXxxxxx'x role as Representative. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofMerger, each Company Member shall be deemed to have approved Stockholder approves the designation of and hereby designates that individual who is proposed for such position as set forth in the Information Statement (the “Representative”) as the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Acquirer of itself the Escrow Fund in satisfaction of indemnification claims by Acquirer or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Acquirer Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, any claim for indemnification under this Article 11; (Ac) Claims by Parent litigate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnification made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties Acquirer shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Stockholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Stockholder shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement)severally, and not jointly, indemnifypro rata in proportion to each Company Stockholder’s Pro Rata Share, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any . Any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative in connection with actions taken by the Representative pursuant to the terms of this Article 11 (together, including the “hiring of legal counsel and the incurring of legal fees and costs) shall be paid directly by the Company Stockholders to the Representative Expenses”). Such Representative Expenses based on each Company Stockholder’s Pro Rata Share; such amounts may be recovered firstpaid from the Escrow Fund after all of Acquirer’s pending claims at the Release Date have been satisfied, and to the extent that there is not a sufficient amount of the Escrow Fund at such time to discharge such costs and expenses, such unpaid amount may be paid to the Representative, upon the Representative’s request, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Earnout Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution and the Earnout Amount shall be accordingly reduced by such payment to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Representative. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this AgreementAgreement and the consummation of the Merger, executing and delivering a Joinder Support Agreement or an Option Surrender Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party expressly contemplates that any such notice or communication shall be given or received by such Company Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party Person and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement, and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, Either Xxxx Xxxxxxx or Xxxx X’Xxxxxx may take any action as the Representative shall have no obligation to act on behalf hereunder without the signature or consent of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letterother. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.13(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (xI) agrees that all actions taken by the Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (yII) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnified Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. Prior to the Effective Time, either Xxxx Xxxxxxx or Xxxx X’Xxxxxx may resign from his role as the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than 10 Business Days’ prior written notice to Parent and the Company MembersEscrow Agent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his, her or its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor Subject to the provisions of this Section 8.4, Xxxx (the "Group A Representative") is hereby irrevocably appointed as the agent and representative of the adoption Group A Shareholders for all purposes of or relating to this Agreement, executing the Tax Covenant and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative any other document entered into by any of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating Group A Shareholders pursuant to this Agreement or any of (together the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims"Relevant Group A Documents"), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing Subject to the functions specified in provisions of this Section 8.4, Xxxxx (the "Group B Representative") is hereby irrevocably appointed as the agent and representative of the Group B Shareholders and Rattner for all purposes of or relating to this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents Tax Covenant and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part other document entered into by any of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or B Shareholders and/or Rattner pursuant to this Agreement or (together the transactions contemplated hereby. Furthermore, "Relevant Group B Documents"; Relevant Group A Documents and Relevant Group B Documents are together referred to as the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses "Relevant Documents" and liabilities which may be incurred by the Representative in performing such actionseach a "Relevant Document"). (c) Parent shall hold back from the First Cash Payment payable Notice is hereby given to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to HCC, and, without independent verification, HCC may rely upon the Representative. The Expense Fund Amount shall be held by the Representative 's undertakings and actions in a segregated account and shall be used such capacity (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, including for the avoidance of doubt, the amount Group A Representative's undertakings and actions in such capacity and Group B Representative's undertakings and actions in such capacity). The Representative shall have full and irrevocable authority on behalf of the Expense Fund Sellers, and shall promptly and completely exercise such authority in a timely fashion to: (i) participate in, represent and bind the Sellers in all respects with respect to any arbitration or legal proceeding relating to any Relevant Document, including, without limitation, the defence and settlement of any matter, and the calculation thereof for every purpose thereunder, consent to jurisdiction, enter into any settlement, and consent to entry of judgment, each with respect to any or all of the Sellers; (ii) receive, accept and give notices and other communications relating to any Relevant Document; (iii) take any action (including but without limitation, in the case of the Group A Representative, all actions contemplated under Section 1.3) contemplated to be done by that is returned Seller under this Agreement (other than the execution of any of the documents on behalf of that Seller to be delivered by that Seller at Closing (but without prejudice to any other powers of attorney given by any such Seller to the Company Members shall not again be subject to information reporting or Tax withholding by Parent Group A Representative or the Surviving CompanyGroup B Representative outside the terms of this Agreement)) and take such other actions that the Representative deems necessary or desirable in order fully to effectuate the transactions contemplated by any Relevant Document; and (iv) execute and deliver any instrument or document that the Representative deems necessary or desirable in the exercise of his authority under this Section 8.4, provided always that in any such case the relevant action is not in respect of a matter or thing in respect of which it is reasonably foreseeable that a liability for the Sellers (or any of them) in excess of (pound)25,000 could arise and provided further that neither the Group A Representative nor the Group B Representative shall have any authority whatsoever to agree to any amendment, variation or waiver of any of the terms of the Deed of Appointment, Rattner Deed of Release or any of the Non-Competition Agreements or the Other Non-Competition Agreements. (d) The Representative represents and warrants to Parent and Merger Sub as shall also hold the benefit of the Agreement Date and Deed of Charge as trustee on behalf of all the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is boundSellers.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Capital Stock, Company Options or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement and the Representative Engagement Agreement, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (except to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Cash in satisfaction of indemnification Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11 (including by not objecting to such Claims), ; (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) to, indemnification Claims by Parent or any other Parent Indemnified Party Person against the Escrow Cash pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall have authority and power to act on behalf of each Effective Time Holder with respect to the disposition, settlement or other handling of all Claims against the Escrow Cash under this Article 11 and all rights or obligations with respect to the Escrow Cash arising under this Article 11. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company MembersEffective Time Holders, except as expressly provided herein, in the Escrow Agreement and in the Representative Engagement Agreement, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterSchedule. The Representative shall have authority be entitled to: (i) rely upon the Spreadsheet, (ii) rely upon any signature believed by it to be genuine, and power (iii) reasonably assume that a signatory has proper authorization to act sign on behalf of each Company Member with respect to the disposition, settlement applicable Effective Time Holder or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10party. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions and decisions taken and documents executed consents and instructions given by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to any Effective Time Holder to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Escrow Agreement or the Representative Engagement AgreementAgreement are waived. The Representative Parent and other Parent Indemnified Persons and the Escrow Agent shall only have the duties expressly stated in this Agreement be entitled to rely on, and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) be relieved from any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable liability to any Company Member or any other Person for any actions taken or omitted from being taken acts done by them or by Parent in accordance with with, any such action, decision, consent or reliance upon any decision or action instruction of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders. The Person serving as the Representative may resign at any time or may be replaced from time to time by the holders of a majority in interest of the Escrow Cash then on deposit with the Escrow Agent upon not less than 10 calendar days prior written notice to Parent and the Escrow Agent, which notice shall specify the Person replacing the Representative, the effective date of such replacement, the mailing address and telephone and facsimile numbers for such Person and other information reasonably requested by Parent or the Escrow Agent. The powers, immunities and rights to indemnification granted to the Representative Group hereunder: (i) are coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of any Effective Time Holder and shall be binding on any successor thereto, and (ii) shall survive the delivery of an assignment by any Effective Time Holder of the whole or any fraction of his, her or its interest in the Escrow Cash. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall be liable to any Company Member Effective Time Holder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Effective Time Holder shall severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShare), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers)fine, cost, judgment, fine or amount paid in settlement or expense incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, under the Escrow Agreement or under the Representative Engagement Agreement including any out-of-pocket costs and expenses and legal fees and other legal and skilled professionals’ costs reasonably incurred by the Representative and in connection with seeking recovery from insurers (togethercollectively, the “Representative Expenses”). Such The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement and the Escrow Agreement. (c) The Expense Cash shall be deposited with the Escrow Agent, to constitute an expense fund and to be governed by the provisions set forth herein and in the Escrow Agreement. The Expense Cash shall be available solely to reimburse the Representative for any Representative Expenses reasonably and actually incurred by the Representative, and shall be released to the Effective Time Holders and the Representative, as the case may be, pursuant to the terms of this Section 11.7 and the Escrow Agreement. The remaining balance of the Expense Cash (if any) shall be recovered firstpaid to the Effective Time Holders promptly (and in any event within 10 Business Days) after the expiration of the Escrow Period in accordance with each such Effective Time Holder’s Pro Rata Share; provided, that, if there are any pending but unresolved indemnification Claims of any Parent Indemnified Person, then all amounts shall remain in escrow and remain available for release to the Representative until all indemnification Claims have been finally resolved and the Representative has been reimbursed in full for all Representative Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be released to the respective Effective Time Holders in proportion to their respective Pro Rata Shares. In the event such Representative Expenses exceed the remaining amount of Expense Cash, the Representative shall be entitled to recover such expenses following the expiration of the Escrow Period from the Expense Fund, second, from any distribution of the Holdback Amount Escrow Cash otherwise distributable to or for the Company Members benefit of the Effective Time Holders only at the time of distributiondistribution of such amounts (and not distributed or distributable to a Parent Indemnified Person or subject to a pending indemnification Claim of a Parent Indemnified Person) pursuant to the terms hereof and of the Escrow Agreement, and third, directly such recovery will be made from the Company MembersEffective Time Holders according to their respective Pro Rata Shares. The Company Members acknowledge that No provision of this Agreement or the Escrow Agreement shall require the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to under this Agreement, the Escrow Agreement or the transactions contemplated herebyRepresentative Engagement Agreement. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) . For clarity, no Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and Indemnified Person shall have no responsibility or any liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds respect to the Expense Fund from any consideration otherwise distributable Cash, including with respect to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withhelddistribution, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agentinvestment, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount holding and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)disposition thereof. (d) The Representative represents shall have reasonable access to information about the Surviving Corporation and warrants to Parent and Merger Sub as the reasonable assistance of the Agreement Date Company’s former officers and as employees for purposes of the Closing Date as follows: (i) performing its duties and exercising its rights hereunder; provided, that, the Representative has all requisite power shall treat confidentially and authority to execute and deliver this Agreement and any other applicable Contract, instrument not use or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by disclose the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other nonpublic information from or about the Surviving Corporation to anyone (except to the Effective Time Holders or the Representative’s employees, attorneys, accountants, financial advisors or authorized representatives on a need to know basis, in each case who agree to treat such information confidentially); provided, however, that neither Parent nor the Surviving Corporation shall be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would jeopardize the protection of attorney-client privilege. The Representative shall enter into a separate customary confidentiality agreement prior to being provided access to such information if reasonably requested by Parent. (e) Notwithstanding anything in this Article 11 to the contrary, unless a majority-in-interest of the Effective Time Holders (determined using their respective Pro Rata Shares) shall have notified Parent and the Representative in writing to the contrary, the Representative shall not be empowered or authorized to act as agent or attorney-in-fact for or on behalf of the Effective Time Holders with respect to any indemnification Claim to the extent such Claim seeks recovery from the Effective Time Holders directly (i.e., beyond the Escrow Cash) (“Extended Parent Claim”), meaning that the grants of authority to the Representative contemplated by Section 11.7(a) shall not be applicable Contract, instrument or document contemplated hereby with respect to any such Extended Parent Claim. (f) Certain Effective Time Holders (the “Advisory Group”) have concurrently herewith entered into a letter agreement (the “Representative Engagement Agreement”) with the Representative regarding direction to be provided by the Representative nor Advisory Group to the consummation Representative. The Advisory Group shall incur no liability to the Effective Time Holders for any liability incurred by the members of the Merger will conflict withAdvisory Group while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith), even if such act or result in a termination, breach, impairment or violation of, omission constitutes negligence on the organizational or other governing documents part of the Representative, Advisory Group or any applicable Law one of its members. This indemnification shall survive the termination of this Agreement or Contract to which the Representative or its assets or properties is boundEscrow Agreement.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions within the scope of this Section 9.13 and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement or any Company Ancillary Agreement, including the exercise of the power to: (i) give and receive notices and communications to or from (on behalf of itself or any other Company MemberIndemnified Party) and/or the Escrow Agent relating to this Agreement Agreement, the Escrow Agreement, any Company Ancillary Agreement, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement expressly contemplates that any such notice or communication shall be given or received by such Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent an Indemnified Party pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.13(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (xaa) agrees that all actions taken by the Representative within the scope of this Section 9.13(a) or under this the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (ybb) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnifying Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than 10 Business Days’ prior written notice to Parent and the Company MembersEscrow Agent. No bond The Person serving as the Representative may resign at any time, in which case the holders of a majority in interest of the Escrow Fund then on deposit with the Escrow Agent shall, within 10 days after such resignation, appoint a successor Representative who shall be required reasonably satisfactory to Parent. Neither the removal of the then acting Representative nor the appointment of a successor Representative shall be effective until the delivery to Parent of an acknowledgement signed by the successor Representative that he, she or it accepts the responsibility of successor the Representative and agrees to perform and be bound by all of the provisions of this Agreement, the Escrow Agreement and any other agreement entered into or document delivered in connection with the transactions contemplated by this Agreement applicable to the Representative. The immunities and rights to indemnification shall survive After the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices Closing, notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties. (b) In performing Each Indemnifying Party hereby authorizes Parent to withhold the functions specified in this AgreementExpense Fund Amount from the amounts otherwise payable by Parent to the Indemnifying Parties pursuant to Section 2.1(c), neither Section 2.1(e) and Section 2.1(g), with Parent to withhold from the Merger Consideration otherwise payable to each Indemnifying Party and deliver to the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, an amount equal to each Indemnifying Party’s Pro Rata Share of the “Expense Fund Amount. In no event shall the Representative Group”) shall be liable to any Company Member Indemnifying Party in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member The Indemnifying Parties shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any lossand all losses, liabilityliabilities, claimdamages, damageclaims, feepenalties, cost or expense fines, forfeitures, actions, fees, costs and expenses (including costs the fees and expenses of skilled professionals counsel and incurred in connection with seeking recovery from insurers)experts and their staffs and all expenses of document location, judgmentduplication and shipment) (collectively, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the “Representative and Expenses”) arising out of or in connection with the acceptance Representative’s execution and performance of this Agreements and the agreements ancillary hereto, in each case as such Representative Expense is suffered or administration incurred; provided, that in the event that any such Representative Expense is finally adjudicated to have been directly caused by the gross negligence or willful misconduct of its duties hereunderthe Representative, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred the Representative will reimburse the Indemnifying Parties the amount of such indemnified Representative Expenses to the extent attributable to such gross negligence or willful misconduct. If not paid directly to the Representative by the Indemnifying Parties, such Representative Expenses must be recovered by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, first from the Expense FundFund Amount and, secondonce the Expense Fund Amount is exhausted, then the Representative may seek recourse for Representative Expenses from any distribution of (i) the Holdback Amount amounts in the Escrow Fund at such time as such amount remaining therein would otherwise be distributable to the Company Members at the time of distributionIndemnifying Parties, and third(ii) from any Variable Payout Amount at such time as any such amount would otherwise be distributable to the Indemnifying Parties; provided, directly that while this Section 9.13(b) allows the Representative to be paid from the Company Members. The Company Members acknowledge that Expense Fund Amount, the Escrow Fund and the Variable Payout Amount (if any), this does not relieve the Indemnifying Parties from their obligation to promptly pay such Representative Expenses as they are suffered or incurred, nor does it prevent the Representative shall not from seeking any remedies available to it at law or otherwise. In no event will the Representative be required to expend or risk advance its own funds on behalf of the Indemnifying Parties or otherwise incur otherwise. For the avoidance of doubt, any financial liability restrictions or limitations on indemnification contained elsewhere in this Agreement are not intended to be applicable to the exercise indemnities provided to the Representative in this Section 9.13(b). The foregoing indemnities will survive the resignation removal of the Representative or performance the termination of any this Agreement. (c) Upon the payment of the Expense Fund Amount by Parent or its powers, rights, duties or privileges or designee to the segregated client bank account maintained by the Representative for the Expense Fund Amount pursuant to this Agreement or the transactions contemplated hereby. FurthermoreSection 2.5(c), the Representative each Indemnifying Party shall not be required deemed to take any action unless the Representative has been provided with funds, security or indemnities which, in have contributed his, her or its determination, are sufficient to protect Pro Rata Share of the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and . The Representative shall wire hold the Expense Fund Amount to in accordance with this Agreement on behalf of the Representative. The Expense Fund Amount shall be held by the Representative in Indemnifying Parties as a segregated account and shall fund which will be used (i) for the purposes of paying directly directly, or reimbursing the Representative for for, any Representative Expenses incurred third party expenses pursuant to this Agreement (and the “Escrow Agreement. The Indemnifying Parties will not receive any interest or earnings on the Expense Fund”)Fund Amount and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative is will not providing any investment supervision, recommendations or advice and shall have no responsibility or liability be liable for any loss of principal of the Expense Fund Amount other than as a result of its gross negligence negligence, willful misconduct or willful misconductbad faith. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fundwill hold these funds separate from its corporate funds, and has no tax reporting or income distribution obligations. The Company Members will not receive use these funds for its operating expenses or any interest on other corporate purposes and will not voluntarily make these funds available to its creditors in the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Membersevent of bankruptcy. As soon as reasonably determined by practicable following the completion of the Representative’s responsibilities, the Representative that will deliver the balance of the Expense Fund is no longer required Amount to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, Exchange Agent for further distribution (subject to Section 9.9) to the Company MembersIndemnifying Parties in accordance with their respective Pro Rata Shares. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount will be treated as having been received and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held set aside by the Representative (and, for Indemnifying Parties at the avoidance time of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Closing. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the Merger and adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofconversion of Company Stock, each Company Member shall be deemed to have approved Stockholder approves the designation of and hereby designates the Representative as the representative of the Company Members Stockholder and as the attorney-in-fact and exclusive agent for and on behalf of each the Company Member Stockholder with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf to or from Acquiror and object to, negotiate and resolve any calculation of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, Net Working Capital set forth in Section 2.9; (ii) authorize Parent give and any other applicable Parent Indemnified Party receive notices and communications to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, Acquiror and object to, negotiatenegotiate and resolve any indemnity claims set forth in Article 11, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts including with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party the Litigation, the Litigation Side Letter and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Special Indemnity Side Letter; and (iviii) take all actions necessary or appropriate in the judgment of the 16 WA 4941984.13 WCSR 32390522v12 Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions and decisions taken and documents executed consents and instructions given by the Representative in connection with the Representative’s duties under this Agreement, and Parent Acquiror shall be entitled to deal exclusively with the Representative on all matters relating to this Agreement (including Section 11) and the other Parent Indemnified Parties shall be entitled to rely conclusively on (without further evidence of any action kind whatsoever), and shall be relieved from any liability to any Person for any acts done by them in accordance with, any such action, decision, consent or decision instruction of the RepresentativeRepresentative on behalf of any Company Stockholder as being fully binding upon such Person. Any decision or action by the Representative hereunder, including any agreement between the Representative and Acquiror relating to the defense, payment or settlement of any claims for indemnification hereunder, shall constitute a decision or action of all Company Stockholders and shall be final, binding and conclusive upon each such Person. No Company Stockholder shall have the right to object to, dissent from, protest or otherwise contest the same. The Company Members recognize and intend that provisions of this Section 2.7, including the power of attorney granted in this Section 10.14(a) hereby, are independent and the powersseverable, immunities are irrevocable and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to terminated by any Company Member or act of any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with operation of law, whether by death or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementother event. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest of the Pro Rata Shares upon not less than ten (10) days prior written notice to Acquiror, which notice shall specify the Person replacing the Representative, the effective date of such replacement and other information reasonably requested by Acquiror. No bond shall be required of the Representative, and the Representative shall receive no compensation for his, her or its services. The Representative shall elect a manager to act on behalf on the Representative authorized to act on behalf of the Representative pursuant to its Organizational Documents and shall not change the manager or authorize additional officers to act on behalf of the Representative without prior notice to Acquiror and delivery of a new Representative Certificate. Acquiror shall be permitted to conclusively rely solely on the actions of the manager of the Representative as set forth in the most recently delivered Representative Certificate. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Stockholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Stockholder shall severally (based on each such Company Member’s respective their Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShares), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of his, her or its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such If in excess of the Holdback Amount or otherwise not paid directly to the Representative by the Company Stockholders, the Representative Expenses may be recovered first, by the Representative from the Expense Fund, second, from any distribution of the Holdback Amount Escrow Fund otherwise distributable to the Company Members Stockholders at the time of distributionsuch amounts are otherwise to be paid from the Escrow Fund pursuant to the terms hereof, and third, directly such recovery will be made from the Company MembersStockholders according to their respective Pro Rata Shares. The Company Members acknowledge that Neither Acquiror nor the Surviving Corporation shall have any liability for the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionsExpenses. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor 3.1.1 The Representative, Charxxx X. Xxxlton, is hereby appointed, pursuant to the Stock Purchase Agreement, as agent and representative of the adoption Indemnifying Partys as of this Agreement, executing the Closing Date. The Representative is hereby authorized and delivering a Joinder Agreement or participating in empowered by the Merger Indemnifying Parties to perform the obligations and receiving exercise the benefits thereof, each Company Member shall be deemed to have approved the designation rights of and hereby designates the Representative as set forth in this Escrow Agreement and the representative Stock Purchase Agreement and agrees to abide by the terms and provisions of this Escrow Agreement and the Stock Purchase Agreement. Upon the resignation of Charxxx X. Xxxlton, whether by death, disability or otherwise, he shall be replaced by Robexx X. Xxxxxxxxx. Xxon the resignation of Robexx X. Xxxxxxxxx, xx shall be replaced by the affirmative vote of seventy-five percent (75 %) or more of the Company Members total number of Indemnifying Parties. Any person who becomes a replacement Representative shall execute a counterpart of this Escrow Agreement to evidence his/her agreement with the terms and as conditions of this Escrow Agreement. 3.1.2 The Representative shall, after the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this AgreementClosing, including the exercise of the power to: (i) give receive all information and receive notices required under the Stock Purchase Agreement and communications (on behalf of itself or any other Company Member) relating to this Escrow Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company MembersIndemnifying Parties and copy each Indemnifying Party on all notices or correspondence from or to any Indemnified Party; (ii) take, except as expressly provided herein, and for purposes of clarity, there are no obligations on behalf of the Indemnifying Parties, any action he may deem appropriate with respect to any dispute arising out of or relating to the Stock Purchase Agreement or this Escrow Agreement; and (iii) execute and deliver all instruments and documents of every kind incident to the foregoing. 3.1.3 The Representative in may confer with counsel with respect to any ancillary agreement, schedule, exhibit question relating to his duties or responsibilities under the Company Disclosure LetterStock Purchase Agreement or this Escrow Agreement. The Representative shall have authority and power not be liable or responsible for anything done or omitted to act be done by him in good faith or on behalf the advice of each Company Member with respect to the disposition, settlement or other handling of all Claims counsel. 3.1.4 The Representative shall be paid no fee for his services under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successorsEscrow Agreement, heirs, estates and assigns but he shall be bound by all actions taken entitled to reimbursement for reasonable expenses (including the reasonable fees and documents executed disbursements of his counsel) actually incurred by the Representative in connection with the Representative’s his duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Escrow Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “"Representative Group”) Fees and Expenses"). All Representative Fees and Expenses shall be liable to any Company Member in the absence paid first out of gross negligence or willful breach interest, dividends, and other income earned on the part Escrow Funds and then, to the extent of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement)any shortfall, and not jointlypro rata, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionsIndemnifying Parties. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor The Representative is appointed, authorized and empowered to be the exclusive representative and agent of each of the adoption Sellers, with full power of substitution, to deliver and receive all documents, instruments and communications for the Sellers and to give all consents on behalf of the Sellers at any time, in connection with, and that may be deemed by the Representative to be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement, executing and delivering a Joinder Agreement or participating in to facilitate the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative consummation of the Company Members transactions contemplated hereby and as thereby, and in connection with the attorney-in-fact and exclusive agent for and activities to be performed by or on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative such Sellers under this Agreement, including and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all claims for remedies brought pursuant to this Agreement). By executing this Agreement, the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of such Sellers: (i) give and to waive any provision of this Agreement as the Representative, in his sole discretion, may deem necessary or desirable; (ii) to assert any claim or institute any action or proceeding; (iii) to investigate, defend, contest or litigate any action or proceeding initiated against the Sellers; (iv) to receive notices and communications (process on behalf of itself any or all such Sellers in any other Company Membersuch action or proceeding; (v) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members Agreement as the Representative, in his sole discretion, may deem necessary or desirable; (vi) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement as the Representative, in his sole discretion, may deem necessary or desirable and their respective successors(vii) to make, heirsexecute, estates acknowledge and assigns shall be bound by deliver all actions taken such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and documents executed by other writings, and, in general, to do any and all things and to take any and all action that the Representative Representative, in his or her sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted activities described in this Section 10.14(a) Clause 21.1 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor virtue of the adoption approval of this AgreementAgreement by the Company Shareholders, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofwithout further action of any Company Shareholder, each Company Member Shareholder shall be deemed to have approved the designation of irrevocably constituted and hereby designates the appointed Xxxx Xxxxxx as Representative as the representative of the Company Members Shareholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Shareholder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Shareholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall will not be liable to any Company Member Shareholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each The Company Member Shareholders shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify the Representative and hold him harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. If the Representative shall die, including any become disabled or otherwise be unable to fulfill his responsibilities as agent of the Company Shareholders, then a majority in interest of the Company Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the “Representative” for purposes of this Agreement and the Escrow Agreement. Any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided connection with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred actions taken by the Representative in performing such actions. pursuant to the terms of Article 11 (cincluding the hiring of legal counsel and the incurring of legal fees and costs) Parent shall hold back be deducted from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Escrow Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (aForming a part of the terms and conditions of the transaction) By voting in favor executing this Letter of Transmittal, the adoption undersigned hereby consents and agrees to, ratifies, confirms and acknowledges: (i) the appointment of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative for the undersigned and the other Company Stockholders, with the power and authority to act on the undersigned’s behalf as set forth in Section 9.7 of the Company Members Merger Agreement; (ii) that, subject to Section 9.7 of the Merger Agreement, he, she or it shall be bound by all that the Representative, pursuant to Section 9.7 of the Merger Agreement, shall already have done or caused to be done and shall do or cause to be done, by virtue of his appointment as the attorney-in-fact and exclusive agent for and on behalf Representative; (iii) that, subject to Section 9.7 of each Company Member with respect to Claims under this Article 10 and the taking Merger Agreement, he, she or it shall be bound by any delivery by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreementwaiver, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebyamendment, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnifiedagreement, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions certificate or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative pursuant to Section 9.7 of the Merger Agreement, as fully as if he, she or it had executed and delivered such documents; (iv) that the Representative shall receive reimbursement from the Company Stockholders and be indemnified by the Company Stockholder (including the undersigned), in connection accordance with the Representative’s duties under this Merger Agreement; (v) that the Company Stockholders are bound by the terms of Section 9.7 of the Merger Agreement, and Parent and including (but not limited to) the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights terms with respect to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by of the Representative; and (3vi) shall survive subject to the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest terms of the Merger Consideration Agreement, upon depositing any amounts payable to the Company Members. No bond shall be required Stockholders in accordance with the terms of the Merger Agreement with the Representative. The immunities and rights to indemnification shall survive , the resignation or removal Paying Agent and/or the Escrow Agent (in accordance with the terms of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Escrow Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, Acquirer, Merger Sub and the Surviving Corporation shall thereafter have no further liability to any Company Stockholder for further distribution to the Company Membersany such payment so deposited. For Tax purposes, Parent shall be deemed to If you have paid at Closing to each Company Member its, his or her share questions regarding this Letter of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent Transmittal or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as surrender of the Agreement Date and as your shares of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument Company Capital Stock or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance if you require additional copies of this Agreement or any other applicable ContractLetter of Transmittal, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict withplease contact Xxxxx Xxxxxxxxxx at xxxxx@0xxxxxxxx.xxx. THE COMPANY KINDLY ASKS THAT YOU COMPLETE AND RETURN THE REQUISITE DOCUMENTS AS PROMPTLY AS POSSIBLE BUT NOT LATER THAN MARCH 16, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound2015 IN ORDER TO ENSURE PROMPT PAYMENT FOLLOWING THE CLOSING. FAILURE TO RETURN THE REQUISITE DOCUMENTS BY SUCH DATE COULD RESULT IN A DELAY OF PAYMENT FOLLOWING THE CLOSING.

Appointment of Representative. (a) By voting in favor entering into the Transaction, each of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Stockholders approves the designation of and hereby designates the Representative John Molloy, for as long as he is employed by Parteq Research and Dexxxxxxxxx Xnnovations Inc. or an affiliate thereof ("Parteq") (and if Mr. Molloy is no longer so employed, then Parteq may designate anoxxxx xxxxxxr of Parteq to succeed Mr. Molloy), as the representative of the Company Members Stockholders and as the attorneyaxxxxxxx-inxx-fact and exclusive agent for and on behalf of each Company Member Stockholder (the "Representative") with respect to Claims for indemnification under Article X and any other Claims of or other matters affecting any Stockholder arising out of or relating to this Article 10 Agreement or the transactions contemplated hereby, including without limitation any disputes concerning the payment of Earn-Out Consideration, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications (on behalf authorize the release or delivery to Cellegy of itself Escrow Funds in satisfaction of indemnity claims by Cellegy or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Cellegy Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 X; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts and awards of arbitrators with respect to to, such Claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 10; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims under Article X or otherwise under this Article 10 Agreement and all rights or obligations arising under Article X or otherwise under this Article 10Agreement. The Company Members Representative shall, forthwith upon receipt of any correspondence or documentation arising out of or relating to this Agreement, send a copy of such correspondence and their respective successors, heirs, estates and assigns documentation to each of the Stockholders. The Representative shall also provide to each of the Stockholders a minimum of five (5) full business days written notice prior to taking any action in the exercise of the powers set forth in clauses (a)-(d) above. The Stockholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties Article X or otherwise under this Agreement, and Parent and the other Parent Indemnified Parties shall Cellegy will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall will not be liable to any Company Member Stockholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member The Stockholders shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify the Representative and hold him harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his or her duties hereunder. Cellegy (or, including in Cellegy's discretion, Vaxis) shall pay the Representative, for his services hereunder, an annual fee of $6,000 per year during the Survival Period, with the first such payment due within thirty (30) days after the Closing Date and future payments due before each anniversary of the Closing Date, and shall also pay any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, in connection with actions taken by the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable pursuant to the Company Members at terms of Article X (including the time hiring of distributionlegal counsel and the incurring of legal fees and costs), up to a maximum of $5,000 per year (and third, directly from the Company Members. The Company Members acknowledge Cellegy may request that the Representative submit customary documentation concerning such expenses). However, Cellegy shall not be required entitled to expend or risk its own funds or offset and withhold from any Earn-Out Consideration that would otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant Stockholders hereunder the full amount, in proportion to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her their respective share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed Earn-Out Consideration, of all such amount payments pursuant to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)preceding sentence. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved Each Principal Shareholder approves the designation of and hereby designates the Representative Paul van Eikeren as the representative of the Company Members and Principal Shareholders xxx as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Principal Shareholder (the "REPRESENTATIVE") with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (iia) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims indemnity claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 11; (including by not objecting to such Claims), (iiib) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation arbitration of, and comply with orders of courts and awards of arbitrators with respect to to, such claims; (Ac) Claims by Parent arbitrate, resolve, settle or compromise any other Parent Indemnified Party claim for indemnity made pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 11; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall will have authority and power to act on behalf of each Company Member Principal Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns shall Principal Shareholders will be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent and the other Parent Indemnified Parties shall will be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall will not be liable to any Company Member Principal Shareholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member The Principal Shareholders shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify the Representative and hold him harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder. If the Representative shall die, including any become disabled or otherwise be unable to fulfill his responsibilities as agent of the Principal Shareholders, then a majority in interest of the Principal Shareholders shall, within ten days after such death or disability, appoint a successor agent and, promptly thereafter, shall notify Parent of the identity of such successor. Any such successor shall become the "Representative" for purposes of this Agreement and the Escrow Agreement. Any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided connection with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred actions taken by the Representative in performing such actions. pursuant to the terms of Article 11 (cincluding the hiring of legal counsel and the incurring of legal fees and costs) Parent shall hold back be deducted from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Escrow Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of Subject to the adoption successorship provisions of this AgreementSection 11.4, executing and delivering a Joinder Agreement or participating in Xxxxxx (the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and "Representative") is hereby designates the Representative as the representative of the Company Members and irrevocably appointed as the attorney-in-fact and exclusive agent representative of the interests of the Shareholders for and on behalf all purposes of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices notice is hereby given thereof to HCCH and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions Merger Sub, and, without independent verification, HCCH and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Merger Sub may rely upon Representative's undertakings in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Lettercapacity. The Representative shall have full and irrevocable authority and power to act on behalf of each Company Member the Shareholders, and shall promptly and completely exercise such authority in a timely fashion to: (a) participate in, represent and bind the Shareholders in all respects with respect to any arbitration or legal proceeding relating to this Agreement, including, without limitation, the dispositiondefense and settlement of any matter, settlement and the calculation thereof for every purpose thereunder, consent to jurisdiction, enter into any settlement, and consent to entry of judgment, each with respect to any or all of the Shareholders; (b) receive, accept and give notices and other handling communications relating to this Agreement; (c) take any action that the Representative deems necessary or desirable in order to fully effectuate the transactions contemplated by this Agreement; (d) execute and deliver any instrument or document that the Representative deems necessary or desirable in the exercise of all Claims his authority under this Article 10 Section 11.4; and (e) waive the fulfillment of any condition or conditions to the Closing. Those Shareholders who, as of the Effective Date, hold a majority of the Holdco Common Stock may, at any time and all rights by written action delivered to HCCH, remove the Representative or obligations arising under this Article 10. The Company Members and their respective successorsany successor thereto, heirs, estates and assigns but such removal shall be bound effective only upon the replacement of such Representative or successor by all actions taken a new Representative designated, by written notice delivered to HCCH, by those Shareholders who, as of the date hereof hold a majority of Holdco Common Stock, PROVIDED, however, that any such notice shall be effective upon actual receipt by HCCH. Any such written notice shall be delivered to HCCH in accordance with the notice provisions set forth in Section 12.3 hereof. If any Representative shall have died, become incapacitated or unable to serve, those Shareholders who, as of the date hereof, hold a majority of Holdco Common Stock shall promptly designate by written notice delivered to HCCH, a replacement Representative. Any costs and documents executed expenses incurred by the Representative in connection with actions taken pursuant to or permitted by this Section 11.4 will be borne by the Representative’s duties under this AgreementShareholders and paid or reimbursed to the Representative Pro Rata. The foregoing authorization is granted and conferred in consideration for the various agreements and covenants of HCCH and Merger Sub contained herein. In consideration of the foregoing, and Parent and subject to the other Parent Indemnified Parties successorship provisions of this Section 11.4, this authorization granted to the Representative shall be entitled to rely on irrevocable and shall not be terminated by any action or decision act of any of the RepresentativeShareholders or by operation of law, whether by death or incompetence of any Shareholder or by the occurrence of any other event except the termination of this Agreement pursuant to Section 9.1 hereof. The Company Members recognize If after the execution hereof any such Shareholder shall die or become incompetent, the Representative is nevertheless authorized and intend that directed to exercise the power of attorney authority granted in this Section 10.14(a) 11.4 as if such death or incompetence had not occurred and the powersregardless of notice thereof. The Representative shall have no liability to any Shareholder for any act or omission or obligation hereunder, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy provided that such action or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions omission is taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By Effective as of the Effective Time, by voting in favor of the adoption of this Agreement, executing Agreement and delivering a Joinder Agreement the consummation of the Merger or participating in the Merger and and/or receiving any Merger Consideration or other benefits thereof and/or by signing the benefits thereofTransmittal Letter or Option Holder Agreement, each the Company Member Securityholders shall be deemed to have approved the designation of of, and hereby designates designate and appoint, the Representative as the exclusive representative of the Company Members Securityholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Securityholder with respect full power and authority, including power of substitution, acting in the name of and for and on behalf of such Company Securityholder, to Claims under this Article 10 and the taking by the Representative of take any and all actions and the making of make any and all decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power and authority to: (i) give and receive notices and communications to or from Purchaser (on behalf of itself or any other Company MemberPurchaser Indemnified Party) relating or other Persons that are required to be given, or that may be given, pursuant to this Agreement, the Paying Agent Agreement or the Escrow Agreement (except to the extent that this Agreement expressly contemplates that any of the transactions and other matters contemplated hereby, such notice or communication shall be given or received by any Company Securityholder individually); (ii) authorize Parent enter into the Paying Agent Agreement and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by Escrow Agreement as agent on behalf of the Company Members Securityholder, perform the Representative’s obligations thereunder and authorize the release or delivery to Purchaser of all or a portion of the Escrow Amount or authorize the offset by Purchaser of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, any Earn Out Payment in satisfaction of Claims by Parent Purchaser or any other Parent Purchaser Indemnified Party pursuant to this Article 10 VII (including by not objecting to such Claimsclaims), ; (iii) enforce the obligations, covenants and agreements of Purchaser, Merger Sub, the Surviving Corporation, the Paying Agent or the Escrow Agent under this Agreement, the Paying Agent Agreement or the Escrow Agreement; (iv) agree to, object to, pursue, defend, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent Purchaser or any other Parent Purchaser Indemnified Party Party, or against Purchaser, pursuant to this Article 10 VII and do all other things and take all other actions that the Representative may consider necessary or (B) any dispute between any Parent Indemnified Party and appropriate to resolve any such indemnification claims; (v) agree to, object to, negotiate, resolve, enter into settlements and compromises of, and submit to review by the Neutral Accountant any matters pursuant to Section 2.3(b) or the Earn Out Plan; (vi) resolve any other dispute with Purchaser over any aspect of this Agreement, including participating in negotiation, mediation or litigation with respect to such disputes and complying with any orders of courts issued in connection therewith; (vii) negotiate, agree to and enter into any agreement (including settlements and releases, and amendments to this Agreement) on behalf of the Company MemberSecurityholders to effectuate any of the foregoing, in which agreements shall have the effect of binding each caseCompany Securityholder as if such Company Securityholder had personally entered into such agreements; (viii) incur any costs and expenses for the account of the Company Securityholders, relating manage the payment of such costs and expenses, and make all determinations which may be required or permitted to be taken by the Company Securityholders under this Agreement and (ix) do all other things and take all other actions under or related to this Agreement or any of that the transactions or other matters contemplated hereby and (iv) take all actions Representative may consider necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoingforegoing and to otherwise effectuate the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Representative This appointment and power of attorney shall have no obligation to act on behalf of the Company Members, except as expressly provided hereinbe deemed coupled with an interest, and for purposes all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of claritylaw, there are no obligations whether by the death or incapacity or liquidation or dissolution of the Representative in any ancillary agreement, schedule, exhibit Company Securityholder or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf occurrence of each Company Member with respect to the disposition, settlement any other event or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10events. The Company Members and their respective successors, heirs, estates and assigns Securityholders shall be bound by all actions taken and documents executed by the Representative as provided above, including in connection with this Article VII, Section 2.3(b) and the Representative’s duties under this AgreementEarn Out Plan, and Parent Purchaser and the other Parent Purchaser Indemnified Parties shall be entitled to rely on any action or decision of the Representative acting in the Representative. The Company Members recognize and intend that ’s capacity as such in connection with all such matters. (b) If the power Representative shall die, resign, become disabled, dissolve, liquidate, terminate or otherwise be unable to fulfill its responsibilities hereunder, the holders of attorney granted in this Section 10.14(a) and a majority of the powers, immunities and rights to indemnification granted Aggregate Participating Share Number as of immediately prior to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the Effective Time shall, within 10 days after such death, incapacityresignation, disability, dissolution, liquidation, bankruptcy termination or winding up of each inability, appoint a successor to the Representative and promptly thereafter notify Purchaser of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon identity of such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreementsuccessor. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Aggregate Participating Share Number as of immediately prior to the Company MembersEffective Time upon not less than 10 days prior written notice to Purchaser. Any successor to the Representative shall succeed the Representative as Representative hereunder, and all references to the Representative in this Agreement shall be deemed to refer to such successor from and after the appointment thereof. If for any reason there is no Representative at any time, all references herein to the Representative shall be deemed to refer to the holders of a majority of the Aggregate Participating Share Number as of immediately prior to the Effective Time. No bond shall be required of the Representative. . (c) The immunities and rights Representative shall receive compensation for its services pursuant to indemnification shall survive the resignation or removal of this Agreement in accordance with a written engagement agreement between the Representative and the holders of a majority of the Aggregate Participating Share Number as of immediately prior to the Effective Time and such compensation shall be paid at Closing and/or any termination as a Merger Expense. The Representative shall be entitled to receive the Expense Fund from the proceeds of the transactions contemplated by this Agreement. Notices or communications to or from The Expense Fund shall be used by the Representative shall constitute notice to or from each solely for the purpose of paying (a) the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket fees, costs and expenses and legal (including fees and disbursements of legal counsel, accountants and other legal costs professional advisors) reasonably incurred by the Representative in connection with the administration of its duties under this Agreement and (togetherb) any other Adverse Consequences that the Representative may sustain as a result of any action taken by the Representative without bad faith, gross negligence or willful misconduct in connection with the administration of its duties under this Agreement or in connection with any dispute arising between the Representative and Purchaser under this Agreement (collectively, “Representative Expenses”). Such Representative Expenses may be recovered firstOn July 31, from 2018 (or, if any dispute with Purchaser regarding the Expense Fund, second, from final Earn Out Payment or any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant other matter relating to this Agreement or is pending on such date, on the transactions contemplated hereby. Furthermorethirtieth (30th) day following the final resolution of such dispute), the Representative shall not be required distribute to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable Paying Agent for distribution to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (Securityholders the “Expense Fund Amount”) and shall wire amount, if any, of the Expense Fund Amount that has not previously been applied to pay Representative Expenses and the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred ’s engagement pursuant to this Agreement (Section 7.12 shall thereupon terminate. The Company Securityholders will not receive any interest or earnings on the “Expense Fund”)Fund and irrevocably transfer and assign to the Representative any ownership right that they may otherwise have had in any such interest or earnings. The Representative is will not providing any investment supervision, recommendations or advice and shall have no responsibility or liability be liable for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount will be treated as having been received and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held set aside by the Representative (and, for Company Securityholders at the avoidance time of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Closing. (d) The Representative represents shall have reasonable access to information about the Surviving Corporation and warrants the reasonable assistance of Purchaser’s and the Surviving Corporation’s officers and employees for purposes of performing the Representative’s duties and exercising the Representative’s rights hereunder, provided that the Representative shall (i) treat confidentially and not disclose any nonpublic information from or about Purchaser or its Subsidiaries to Parent anyone (except on a need to know basis to the Company Securityholders and the Representative’s employees, retained advisors and consultants for such matter who agree to treat such information confidentially) and (ii) not have access to materials or information access which could result in the loss of attorney-client privilege by the Purchaser or its Subsidiaries, based on the advice of Purchaser’s counsel. (e) Each Company Securityholder shall severally indemnify and hold the Representative harmless from and against any Adverse Consequences that the Representative may suffer or incur in connection with any action taken or omitted by the Representative pursuant to this Agreement, the Escrow Agreement or the Paying Agent Agreement (including any Representative Expenses that are not paid from the Expense Fund). Each Company Securityholder shall bear its pro rata portion (based on the percentage that the Accrued Merger Sub Consideration received by such Company Securityholder bears to the aggregate amount of Accrued Merger Consideration received by all Company Securityholders) of any such Adverse Consequences, in each case as such Adverse Consequence is suffered or incurred; provided, that in the event that any such Adverse Consequence is finally adjudicated to have been primarily caused by the bad faith, gross negligence or willful misconduct of the Agreement Date and as Representative, the Representative will reimburse the Company Securityholders the amount of such indemnified Adverse Consequence attributable to such bad faith, gross negligence or willful misconduct. If not paid directly to the Closing Date as follows: Representative by the Company Securityholders, any such Adverse Consequence may be recovered by the Representative from (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunderExpense Fund, (ii) the Escrow Fund at such time as remaining amounts would otherwise be distributable to the Company Securityholders and (iii) any Earn Out Payments at such time as such amounts would otherwise be distributable to the Company Securityholders; provided, that while this Agreement section allows the Representative to be paid from the Expense Fund, the Escrow Fund and the Earn Out Payments, this does not relieve the Company Securityholders from their obligation to promptly pay such Adverse Consequence as they are suffered or incurred, nor does it prevent the Representative from seeking any remedies available to it at law or otherwise. The Representative shall not be responsible in any manner whatsoever for any failure or inability of Purchaser, the Surviving Corporation or any other Person, to honor any of the provisions of this Agreement. The Representative shall be fully protected by the Company Securityholders in acting on, refraining from acting on and relying upon any written notice, direction, request, waiver, notice, consent, receipt or other paper or document which the Representative in good faith believes to be genuine and to have been signed or presented by the proper party or parties. The Representative shall not be liable for other Persons’ forgeries, fraud or false representations. The Representative shall not be liable to the Company Securityholders for (and the Company Securityholders forever waive and release the Representative from) any error of judgment, mistake in fact or Law or any act done or step taken or omitted by the Representative in good faith and without gross negligence or willful misconduct (and any act done or step taken or omitted pursuant to the advice of legal counsel, accountants or other applicable Contractadministrative or professional advisors or experts shall be conclusive evidence of such good faith) or for anything which the Representative may do or refrain from doing in connection with this Agreement, instrument except for the Representative’s own bad faith, willful misconduct or document gross negligence. (f) The Representative may engage, and rely upon the advice and opinions of, legal counsel, accountants or other administrative or professional advisors or experts in the event of any dispute or question as to the construction of any of the provisions of this Agreement, the Paying Agent Agreement or the Escrow Agreement or as the Representative may deem advisable to carry out its duties hereunder or thereunder, and it shall incur no Liability to Company Securityholders with respect to any action taken, omitted or suffered by it in good faith in accordance with the opinion of such counsel, advisors or experts. (g) It is acknowledged by each of the parties hereto that the Company and the Company Securityholders have retained Fulbright & Xxxxxxxx LLP (“Fulbright”) to act as their counsel in connection with the transactions contemplated hereby. Purchaser and Merger Sub hereby has been duly executed agree that in the event that a dispute arises after the Closing between Purchaser and delivered its Subsidiaries (including the Surviving Corporation), on the one hand, and the Representative and the Company Securityholders, on the other hand, Fulbright may represent the Representative and/or the Company Securityholders in negotiations regarding such dispute even though the interests of the Representative and/or the Company Securityholders may be directly adverse to Purchaser and its Subsidiaries (including the Surviving Corporation), and even though Fulbright may have represented the Company in a matter substantially related to such dispute or may be handling ongoing matters for Purchaser and its Subsidiaries (including the Surviving Corporation). Notwithstanding the foregoing, in no event may Fulbright represent the Representative and/or the Company Securityholders in any litigation adverse to Purchaser or its Affiliates. Purchaser and Merger Sub further agree that, as to all communications among Fulbright, the Company, the Representative and/or any Company Securityholder that relate exclusively to the transactions contemplated by this Agreement, the attorney-client privilege and the expectation of client confidence belongs to the Representative and the Company Securityholders and may be controlled by the Representative and constitutes a valid Company Securityholders and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery shall not pass to or performance of this Agreement be claimed by Purchaser or any other applicable Contractof its Subsidiaries (including the Surviving Corporation). Notwithstanding the foregoing, instrument or document contemplated hereby by in the Representative nor the consummation of the Merger will conflict with, or result in event that a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, dispute arises between Purchaser or any applicable Law or Contract to which of its Subsidiaries (including the Surviving Corporation), on the one hand, and a third party other than the Representative or a Company Securityholder, on the other hand, Purchaser and its assets or properties is boundSubsidiaries (including the Surviving Corporation) may assert the attorney-client privilege to prevent disclosure of confidential communications to such third party.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Stockholder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 IX, for purposes of Section 10.11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from PAR3 (on behalf of itself or of any other Company MemberPAR3 Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members PAR3 of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Shares in satisfaction of Claims indemnification claims by Parent PAR3 or any other Parent PAR3 Indemnified Party Person pursuant to this Article 10 IX (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent PAR3 or any other Parent PAR3 Indemnified Party Person pursuant to this Article 10 IX or claims against PAR3 pursuant to Section 10.11 or (Bii) any dispute between any Parent PAR3 Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 IX and all rights or obligations arising under this Article 10IX. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle IX, and Parent PAR3 and the other Parent PAR3 Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Shares then on deposit with the Escrow Agent upon not less than ten days prior written notice to the Company MembersPAR3. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Stockholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Stockholder shall severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShare), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative. If not paid directly to the Representative (togetherby the Company Stockholders, the “Representative Expenses”). Such Representative Expenses such losses, liabilities or expenses may be recovered first, by the Representative from the Expense Fund, second, from any distribution of the Holdback Amount Escrow Shares otherwise distributable to the Company Members Stockholders (and not distributed or distributable to any PAR3 Indemnified Person or subject to a pending indemnification claim of any PAR3 Indemnified Person) following the Expiration Date pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and third, directly such recovery will be made from the Company Members. The Company Members acknowledge that the Representative shall not be required Stockholders according to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionstheir respective Pro Rata Shares. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Stockholder shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Stockholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Stockholder with respect to Claims claims for indemnification under this Article 10 IX, and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, and Patent Escrow Amount in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 IX (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 IX or (Bii) any dispute between any Parent Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Stockholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 IX and all rights or obligations arising under this Article 10IX. The Company Members and their respective successors, heirs, estates and assigns Stockholders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle IX, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Amount then on deposit with Parent upon not less than ten days prior written notice to the Company MembersParent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersStockholders. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Stockholder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Stockholder shall severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShare), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative. If not paid directly to the Representative (togetherby the Company Stockholders, the “Representative Expenses”). Such Representative Expenses such losses, liabilities or expenses may be recovered first, by the Representative from the Expense Fund, second, from any distribution of the Holdback Escrow Amount otherwise distributable to the Company Members Stockholders (and not distributed or distributable to any Parent Indemnified Person or subject to a pending indemnification claim of any Parent Indemnified Person) following the Escrow Expiration Date pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and third, directly such recovery will be made from the Company Members. The Company Members acknowledge that the Representative shall not be required Stockholders according to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionstheir respective Pro Rata Shares. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting Each Seller hereby designates Spell as its representative and agent (the “Representative”) to execute any and all instruments or other documents on behalf of Sellers, and to do any and all other acts or things on behalf of Sellers which the Representative may deem necessary or advisable, or which may be required pursuant to this Agreement or the Escrow Agreement or otherwise, in favor connection with the consummation of the adoption of this Agreementtransactions contemplated hereby and thereby. Each Seller hereby irrevocably appoints, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed consents to have approved the designation of and hereby designates the Representative Spell, its successor or its designee, to act as the representative of the Company Members and as the such Person’s attorney-in-fact and exclusive agent agent, with full power of substitution, to act in the name, place and stead of such Person with respect to the matters identified herein or arising hereunder, including the power (i) to act for such Person with regard to matters pertaining to indemnification referred to in this Agreement; (ii) to execute and deliver on behalf of each Company Member such Person all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents the Representative deems appropriate in connection with respect responding to, compromising or settling any claims made pursuant to Claims this Agreement and the Escrow Agreement; (iii) to give and receive all notices and communications to be given or received under this Article 10 Agreement and the taking by the Representative Escrow Agreement and to receive service of process in connection with any and all actions claims under this Agreement and the making of any decisions required or permitted Escrow Agreement; and (iv) to take all other actions which under this Agreement and the Escrow Agreement may be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (to do or refrain from doing any further act or deed on behalf of itself or any other Company Member) relating to this Agreement or any of such Person which the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions Representative deems necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect its sole discretion relating to the disposition, settlement or other handling subject matter of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or impliedthe Escrow Agreement as fully and completely as such Person could do if personally present. The Representative may engage attorneys, accountants death or incapacity of any Seller shall not terminate the agency and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it power granted hereby to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor Each Pxxxxxx Seller hereby designates Pxxxx X. Xxxxxxx as its members, managers, directors, officers, contractors, agents representative and employees agent (collectively, the “Representative GroupPxxxxxx Seller Representative”) shall be liable to execute any Company Member in the absence of gross negligence and all instruments or willful breach other documents on the part behalf of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement)Pxxxxxx Sellers, and not jointlyto do any and all other acts or things on behalf of the Pxxxxxx Sellers which the Pxxxxxx Seller Representative may deem necessary or advisable, indemnifyor which may be required, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated herebySection 5.11 hereof. FurthermoreEach Pxxxxxx Seller hereby irrevocably appoints, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable consents to the Company Members pursuant designation of Pxxxx X. Xxxxxxx to Section 2.3(c)(ii)(A) $200,000.00 (act as such Person’s attorney-in-fact and agent, with full power of substitution, to act in the “Expense Fund Amount”) name, place and shall wire the Expense Fund Amount stead of such Person with respect to the Representative. The Expense Fund Amount shall be held by matters addressed or arising under Section 5.11 hereof, including the Representative in a segregated account and shall be used power (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver on behalf of such Person all ancillary agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments and other documents the Pxxxxxx Seller Representative deems appropriate in connection with responding to, compromising or settling any claims made pursuant to Section 5.11 of this Agreement; (ii) to give and receive all notices and communications to be given or received under Section 5.11 of this Agreement and to receive service of process in connection with any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) claims under Section 5.11 of this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms Agreement; and (iii) neither the execution, delivery or performance to take all other actions which under Section 5.11 of this Agreement or any other applicable Contract, instrument or document contemplated hereby may be taken by the Pxxxxxx Seller Representative nor and to do or refrain from doing any further act or deed on behalf of such Person which the consummation Pxxxxxx Seller Representative deems necessary or appropriate in its sole discretion, relating to the subject matter of Section 5.11 of this Agreement, as fully and completely as such Person could do if personally present. The death or incapacity of any Pxxxxxx Seller (other than the Pxxxxxx Seller Representative) shall not terminate the agency and power granted hereby to the Pxxxxxx Seller Representative. In the event of the Merger will conflict with, death or result in a termination, breach, impairment or violation of, the organizational or other governing documents incapacity of the Pxxxxxx Seller Representative, Rxxxxx X. Xxxxxxx shall become the Pxxxxxx Seller Representative until the Pxxxxxx Sellers, by written notice to Buyer, designate another or any applicable Law or Contract to which the Representative or its assets or properties is boundformer Pxxxxxx Seller Representative.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing Each Seller and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and Owner hereby designates the Representative irrevocably appoints Xxxxx Xxxxxx as the representative of the Company Members agent, proxy and as the attorney-in-fact for such Sellers and such Owner for all purposes of this Agreement and all transactions, documents and other agreements contemplated herein, with full and exclusive agent for power and authority to act on Sellers’ and such Owner’s behalf of each Company Member with respect to Claims under this Article 10 and as their representative (the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims“Representative”), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment . The appointment of the Representative for hereunder is coupled with an interest, and shall not be affected by the accomplishment death, incapacity, insolvency, bankruptcy, illness or other inability to act of any Seller or other Owner. The Representative hereby accepts such appointment. Without limiting the foregoing. Notwithstanding generality of the foregoing, the Representative shall have no obligation to act is hereby authorized, on behalf of the Company MembersSellers and Owners, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative to: (a) in connection with the Representative’s duties under this AgreementClosing, execute, deliver and Parent receive all documents, instruments, certificates, statements and agreements on behalf of and in the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up name of each of the Company Members Sellers and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members.Owners necessary to effectuate the Closing and consummate the Contemplated Transactions, including the distribution of the Purchase Price; (b) In performing the functions specified receive and give all notices and service of process, make all filings, enter into all contractual obligations, make all decisions, bring, prosecute, defend, settle, compromise or otherwise resolve all claims, disputes and actions, authorize payments in this Agreementrespect of any such claims, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence disputes or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement)actions, and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost take all other actions directly or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and indirectly arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant relating to this Agreement or the transactions and all transactions, documents and other agreements contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions.herein; and (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly take all other actions permitted or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent taken by or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share on behalf of the Expense Fund Amount Sellers and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver Owners under this Agreement and exercise any other applicable Contractand all rights that Sellers, instrument Owners or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery are permitted or performance of required to do or exercise under this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is boundAgreement.

Appointment of Representative. (a) By voting in favor of the adoption of executing this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnitor shall be deemed to have approved the designation of and hereby designates Mx. Xxxxxxx Xxxxxx (the Representative “Representative”) as the representative of the Company Members Indemnitors and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnitor with respect to Claims claims for indemnification under this Article 10 6 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement and the Escrow Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Buyer (on behalf of itself or of any other Company MemberIndemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members Buyer of all or any a portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims indemnification claims by Parent Buyer or any other Parent Indemnified Party Person pursuant to this Article 10 6 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent Buyer or any other Parent Indemnified Party Person pursuant to this Article 10 6 or (Bii) any dispute between any Parent Indemnified Party Person and any such Company MemberIndemnitor, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnitor with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 6 and all rights or obligations arising under this Article 106. The Company Members and their respective successors, heirs, estates and assigns Indemnitors shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 6, and Parent Buyer and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Amount then on deposit with the Escrow Agent upon not less than five Business Days prior written notice to the Company MembersBuyer. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnitors. The Representative hereby agrees to be bound by this Agreement and accepts the obligations and responsibilities set forth in this Section 6.10. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Indemnitor in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Indemnitor shall severally (based on each such Company MemberIndemnitor’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreementpro rata share of the Escrow Amount), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost Liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such If not paid directly to the Representative by the Indemnitors, such Representative Expenses may be recovered first, by the Representative from the Expense Fund, second, from any distribution of the Holdback Escrow Amount otherwise distributable to the Company Members Indemnitors (and not distributed or distributable to any Indemnified Person or subject to a pending indemnification claim of any Indemnified Person) following the Claim Period Expiration Date, at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless so long as the Representative has been provided with fundsdelivered to the Escrow Agent prior to such time a certificate setting forth such Representative Expenses actually incurred, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may such recovery will be incurred by the Representative in performing such actions. (c) Parent shall hold back made from the First Cash Payment payable Indemnitor according to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her their respective pro rata share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Escrow Amount. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of Subject to the adoption successorship provisions of this AgreementSection 12.12, executing and delivering a Joinder Agreement or participating in Xxxxxxx X. Xxxxxxxx (the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and "Representative") is hereby designates the Representative as the representative of the Company Members and irrevocably appointed as the attorney-in-fact and exclusive agent for and on behalf representative of the interests of each Company Member with respect to Claims under this Article 10 and the taking by the Representative Seller for all purposes of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating notice is hereby given thereof to this Agreement or any of the transactions and other matters contemplated herebyPurchasers, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnifiedand, reimbursed or compensated for Damageswithout independent verification, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Purchasers may rely upon Representative's undertakings in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Lettercapacity. The Representative shall have full and irrevocable authority and power to act on behalf of the Sellers, and shall promptly and completely exercise such authority in a timely fashion to: (a) participate in, represent and bind each Company Member of the Sellers in all respects with respect to any arbitration or legal proceeding relating to this Agreement, including without limitation, all matters relating to any indemnification under Article X, taking any action under Article X including, without limitation, the dispositiondefense and settlement of any matter, settlement and the calculation thereof for every purpose thereunder, consent to jurisdiction, enter into any settlement, and consent to entry of judgment, each with respect to any or all of the Sellers; (b) receive, accept and give notices and other handling communications relating to this Agreement; (c) take any action that the Representative deems necessary or desirable in order to fully effectuate the transactions contemplated by this Agreement; (d) execute and deliver any instrument or document that the Representative deems necessary or desirable in the exercise of all Claims her authority under this Article 10 Section 12.12; and (e) waive the fulfillment of any condition or conditions to the Closing. After the Closing, the holders of a majority of the IAI Common Stock may, at any time and all rights by written action delivered to Purchasers, remove the Representative or obligations arising under this Article 10. The Company Members and their respective successorsany successor thereto, heirs, estates and assigns but such removal shall be bound effective only upon the replacement of such Representative or successor by all actions taken a new Representative designated, by written notice delivered by Purchasers, by the holders of a majority of the IAI Common Stock, PROVIDED, HOWEVER, that any such notice shall be effective only upon actual receipt by Purchasers. If any Representative shall have died, become incapacitated or unable to serve, the holders of a majority of the IAI Common Stock shall promptly designate by written notice delivered to Purchasers, a replacement Representative. Any costs and documents executed expenses incurred by the Representative in connection with actions taken pursuant to or permitted by this Section 12.12 will be borne by the Representative’s duties under this AgreementShareholders. The foregoing authorization is granted and conferred in consideration for the various agreements and covenants of Purchasers contained herein. In consideration of the foregoing, and Parent and subject to the other Parent Indemnified Parties shall be entitled to rely on any action or decision successorship provisions of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers12.12, immunities and rights to indemnification this authorization granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member irrevocable and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to terminated by any Company Member or act of any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest the IAI Common Stock or by operation of law, whether by death or incompetence of the Merger Consideration payable to Sellers or by the Company Members. No bond shall be required occurrence of any other event except the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices If after the execution hereof any Seller shall die or communications to become incompetent or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermoredissolve, the Representative is nevertheless authorized and directed to exercise the authority granted in this Section 12.12 as if such death or incompetence or dissolution had not occurred and regardless of notice thereof. The Representative shall not be required have no liability to take any Seller for any act or omission or obligation hereunder, provided that such action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred omission is taken by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) good faith and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or without willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor Each of the adoption of Sellers hereby appoints Robexx X. Xxxxxx, Xx., xx if Robexx X. Xxxxxx, Xx. xx unwilling or unable to serve, Anthxxx Xxxxxxx xx the Sellers' Representative (the "Sellers' Representative") as his or its exclusive agent to act on his or its behalf with respect to (i) the rights and obligations granted to the Sellers' Representative under this Agreement and (ii) any and all claims for indemnity by or against any Seller arising under this Agreement. The Sellers' Representative shall take, executing and delivering a Joinder the Sellers agree that the Sellers' Representative shall take, any and all actions which he believes are necessary or appropriate under this Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking Sellers, as fully as if the Sellers were acting on their own behalf, including, without limitation, asserting claims for indemnity against the Purchaser, defending against all claims for indemnity by the Representative of Purchaser, consenting to, compromising or settling all claims for indemnity, conducting negotiations with the Purchaser and its representatives regarding such claims, taking any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making of any decisions required foregoing matters. The Purchaser shall have the right to rely upon all actions taken or permitted omitted to be taken by the Sellers' Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost all of which actions or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part omissions shall be legally binding upon each of the Representative and arising out of Sellers. If neither Robexx X. Xxxxxx, Xx. xxx Anthxxx Xxxxxxx xxxll at any time be willing or in connection with able to serve as the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (togetherSellers' Representative, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution majority in number of the Holdback Amount otherwise distributable Sellers shall inform the Purchaser as to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal identity of the Expense Fund other than as a result new Sellers' Representative within ten days of its gross negligence learning that neither Robexx X. Xxxxxx, Xx. xxx Anthxxx Xxxxxxx xxxll be willing or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign able to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)so serve. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor virtue of the adoption and approval of this Agreement and the receipt of any portion of the Acquisition Consideration Per Share pursuant to this Agreement, executing and delivering a Joinder Agreement or participating in without any further action of the Merger and receiving the benefits thereofshareholders of WBI pursuant hereto, each Company Member of the holders of WBI Acquisition Shares shall be deemed to have approved appointed Xxxxx Xxxxxxx or, in the designation event of his death, inability or unwillingness to act, Xxxx Xxxxxx, as such shareholder’s agent and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member (the “Representative”) with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required specified in or permitted to be taken contemplated by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, including, without limitation, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided hereinactions and decisions contemplated under Sections 2.7 and 2.8, and for purposes of clarityArticle IX hereof, there are no obligations of and agrees to be bound by any actions or decisions taken by the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letterwith respect thereto. The Representative shall have full power and authority and power to act on behalf of each Company Member with respect shareholder of WBI described above to the dispositiontake any and all actions on behalf of, settlement execute any and all instructions on behalf of and execute or other handling of all Claims under this Article 10 waive any and all rights or obligations arising of such shareholders under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have may use the duties expressly stated Representative Reserve Fund to satisfy any Representative Expenses incurred in this Agreement and connection with his role as the Representative, with any balance of the Representative Reserve Fund not used for such purpose to be disbursed in accordance with Section 2.7. The Representative shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) liability to any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and shareholder of WBI described above for any action taken by the Representative based on such reliance shall or omitted to be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other partysuch shareholder pursuant to this Agreement. Parent may conclusively rely, without independent verification or investigation, upon any action The appointment of the Representative as being the binding decision or action of the Company Membersshall be irrevocable and is coupled with an interest, and Parent shall not be liable except that a successor to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time be appointed by a written instrument signed and may be replaced from time to time acknowledged by the holders of a majority in interest of the Merger Consideration payable such shareholders or their legal representatives, in form and substance reasonably satisfactory to the Company Members. No bond shall be required of the Representative. The immunities BSVN and rights delivered to indemnification shall survive the resignation or removal of the Representative BSVN and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEscrow Agent. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. Each Other Investor that held shares of capital stock of GLDD (aeach, a "GLDD Investor") By voting in favor of hereby acknowledges and agrees to the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative appointment of the Company Members Representative (and its successors designated in accordance with the Merger Agreement) as the such GLDD Investor's representative and attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the such GLDD Investor (whether in its capacity as a holder of Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative Capital Stock or otherwise) in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection accordance with the Representative’s duties under this Merger Agreement, and Parent further acknowledges and agrees to all of the terms of the Merger Agreement. Without limiting the generality of the foregoing, the Company Representative, in such capacity, shall have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under the Merger Agreement and any other document delivered in connection therewith. The Company, the Buyer, and the other Parent Indemnified Parties Escrow Agent shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated actions taken by the Representative; and (3) shall survive Company Representative without independent inquiry into the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each capacity of the Company Members Representative so to act. All actions, notices, communications and determinations by the Company Representative to carry out such functions shall conclusively be deemed to have been authorized by, and shall be binding on upon, such GLDD Investor. Furthermore, as provided in the Merger Agreement, neither the Company Representative nor any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contestof its officers, negate directors, employees, agents or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and representatives shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it liability to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively GLDD Investor with respect to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being to be taken by them the Company Representative in such capacity (or by Parent any of its officers, directors, employees, agents or representatives in accordance connection therewith), except with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable respect to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its 's gross negligence or willful misconduct, and the Company Representative (for itself and its officers, directors, employees, agents and representatives) shall be entitled to full reimbursement for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Company Representative in such capacity (or any of its officers, directors, employees, agents or representatives in connection therewith), and to full indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Company Representative (except for those arising out of the Company Representative's gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims, by the holders of Company Capital Stock. The GLDD Investor hereby reaffirms, approves, accepts and adopts, and hereby agrees to comply with and perform, all of the acknowledgements and agreements made by the Company Representative is not acting as a withholding agent or on behalf of the holders of Company Capital Stock in any similar capacity the Merger Agreement and the other documents delivered in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)therewith. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of Subject to the adoption successorship provisions of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereofSection 4, each Company Member shall be deemed to have approved the designation of and Employee Shareholder hereby designates the Representative irrevocably appoints Owen Kratz as the representative of such Shareholder's interests (the Company Members and as the attorney-in-fact and exclusive agent "XXXXXXXXTATIVE") for and on behalf all purposes of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject . Without giving notice to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoingEmployee Shareholders, the Representative shall have no obligation to act full, exclusive and irrevocable authority on behalf of the Company MembersEmployee Shareholders to: (a) accept and give notices and other communications relating to this Agreement; (b) waive any condition, except as expressly provided hereinwhich is of general applicability to all the Employee Shareholders, and for purposes of clarity, there are no to the obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims Employee Shareholders under this Article 10 Agreement; (c) modify, amend or supplement this Agreement, unless such modification, amendment or supplement could reasonably be expected to have a material adverse effect on any Employee Shareholder; (d) take any other action in connection with this Agreement and all rights the transactions contemplated hereby, unless such action would have a material adverse effect on any Employee Shareholder; and/or (e) execute and deliver any instrument or obligations arising document required pursuant to this Agreement or that the Representative deems necessary or desirable in the exercise of his authority under this Article 10Section 4. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) Employee Shareholders hereby severally agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of indemnify the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or hold him harmless from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or liability and expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence willful malfeasance or willful breach bad faith on the part of the Representative and based upon, arising out of or in connection with the acceptance or administration exercise by the Representative of its duties hereunderhis powers and authorities granted pursuant to this Section 4, including any out-of-pocket including, without limitation, the reasonable fees, costs and expenses and legal fees and other legal costs reasonably incurred by of defending himself in respect of any Legal Proceedings based upon, arising out of or in connection with his acting as the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or Section 4. In the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal event of the Expense Fund other than as a result of its gross negligence inability to serve, death or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation incapacity of the Representative, enforceable in accordance S. James Nelson shall become his successor, with its terms all the powers and (iii) neither authxxxxx xx xxx Representative. Those who currently are the execution, delivery or performance holders of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation a majority of the Merger will conflict withEmployee Shareholders' Shares may, or result in a terminationat any time and by written action delivered to the Purchaser, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which remove the Representative or its assets any successor thereto, but such removal shall be effective only upon the replacement of such Representative or properties successor by a new Representative designated, by written action delivered to the Purchaser, by those who currently are the holders of a majority of the Employee Shareholders' Shares. If Owen Kratz, S. James Nelson and any successor thereto shall have died, xxxxxxxx, or xxxxxx xxxxxacitated or unable to serve, the holders of a majority of the Employee Shareholders' Shares shall promptly designate, by written action delivered to the Purchaser, a replacement Representative. The foregoing authorization is boundgranted and conferred by each of the Employee Shareholders in consideration of the grant of such authorization by each of the other Employee Shareholders and in consideration for the agreements and covenants of the Purchaser contained herein. In consideration of the foregoing, and subject to the removal and successorship provisions of this Section 4, this authorization granted to the Representative shall be irrevocable and shall not be terminated by any act of any of the Employee Shareholders or by operation of law, whether by death or incompetency of any Employee Shareholder or by the occurrence of any other event except the termination of this Agreement. If after the execution hereof any such Employee Shareholder shall die or become incompetent, the Representative is nevertheless authorized and directed to exercise the authority granted in this Section 4 as if such death or incompetence had not occurred and regardless of notice thereof.

Appointment of Representative. (a) By executing the Indemnification Backstop Agreement, or otherwise voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Capital Stock or Company Options, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 9, matters related to the Earnout Payment, the Tax Refund Amount and the Tax Credit Amount, the Adjustment Amount, the calculation of Company Net Working Capital and the Final Closing Merger Consideration and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: to (ia) give and receive notices and communications to or from Acquirer (on behalf of itself or of any other Company MemberAcquirer Indemnified Person) relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture set-off by the Company Members Acquirer of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Earnout Payment in satisfaction of Claims by Parent or any other Parent Indemnified Party indemnification claims pursuant to this Article 10 9 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims to, the Earnout Payment, the Tax Refund Amount, the Tax Credit Amount, the Adjustment Amount and the calculation of Company Net Working Capital and the Final Closing Merger Consideration and any claims related thereto and any indemnification claims by Parent Acquirer or any other Parent Acquirer Indemnified Party Person pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby 9; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims with respect to the Earnout Payment and all indemnification claims under this Article 10 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions taken and documents executed by decisions taken, and consents and instructions given by, the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent Acquirer and the other Parent Acquirer Indemnified Parties Persons shall be entitled to rely on on, and shall be relieved from any action liability to any Person for any acts done by them in accordance with, any such action, decision, consent or decision instruction of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders. The Person serving as the Representative may be replaced from time to time by the holders of a majority in interest in the Earnout Payment upon not less than ten days prior written notice to Acquirer, which notice shall specify the Person replacing the Representative, the effective date of such replacement, the mailing address and telephone and facsimile numbers for such Person and other information reasonably requested by Acquirer. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Effective Time Holder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Effective Time Holder shall severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShare), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). (c) The Expense Cash shall be held by the Representative as an expense fund to be governed by the provisions set forth herein. Such The Expense Cash shall be used by the Representative solely for the payment of, or reimbursement to the Representative for, any Representative Expenses may be recovered first, from reasonably and actually incurred by the Representative. The remaining balance of the Expense Fund, second, from Cash (if any) shall be paid by the Representative to the Effective Time Holders promptly (and in any distribution event within ten Business Days) after the expiration of the Holdback Amount otherwise distributable to the Company Members at the time General Survival Period in accordance with each such Effective Time Holder’s Pro Rata Share; provided, that, if there are any then pending but unresolved indemnification claims of distributionany Acquirer Indemnified Person, and third, directly from the Company Members. The Company Members acknowledge that then the Representative shall not continue to retain such remaining balance of the Expense Cash until all indemnification claims have been finally resolved and the Representative has been reimbursed in full for all Representative Expenses reasonably and actually incurred and thereafter any remaining Expense Cash shall be required paid by the Representative to the Effective Time Holders in accordance with their respective Pro Rata Shares. In the event such Representative Expenses exceed the remaining amount of Expense Cash, the Representative shall be entitled to recover such expenses from the Effective Time Holders severally according to their respective Pro Rata Shares. No provision of this Agreement shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to under this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Agreement. (d) The Representative represents shall have reasonable access to the books and warrants to Parent and Merger Sub as records of the Agreement Date Surviving Corporation and as the reasonable assistance of the Closing Date as follows: (i) Company’s former officers and employees for purposes of performing its duties and exercising its rights hereunder; provided, that, the Representative has all requisite power shall treat confidentially and authority to execute and deliver this Agreement and any other applicable Contract, instrument not use or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by disclose the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contractnonpublic information from or about the Surviving Corporation to anyone (except to the Effective Time Holders or the Representative’s, instrument attorneys, accountants, financial advisors or document contemplated hereby by authorized representatives on a need to know basis, in each case who agree to treat such information confidentially and for which the Representative Acquirer shall expressly be a third party beneficiary of any such confidentiality obligations); provided, however, that neither Acquirer nor the consummation Surviving Corporation shall be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so would jeopardize the protection of the Merger will conflict with, or result attorney-client privilege. The Representative shall enter into a separate customary confidentiality agreement in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract customary form prior to which the Representative or its assets or properties is boundbeing provided access to such information if requested by Acquirer.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving the benefits thereofconversion of Company Common Stock, Company Options or Company Warrants, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 11 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Acquiror (on behalf of itself or of any other Company MemberAcquiror Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion Acquiror of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Cash in satisfaction of Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 11 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 11 or (Bii) any dispute between any Parent Acquiror Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement, the Escrow Agreement or any of the transactions or and other matters contemplated hereby or thereby; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 11 and all rights or obligations arising under this Article 1011. The Company Members and their respective successors, heirs, estates and assigns Effective Time Holders shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 11, and Parent Acquiror and the other Parent Acquiror Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Cash then on deposit with the Escrow Agent upon not less than ten days prior written notice to the Company MembersAcquiror. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersEffective Time Holders. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Effective Time Holder in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Effective Time Holder shall severally (based on each such Company Member’s respective holder's Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShare), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative. If not paid directly to the Representative (togetherby the Effective Time Holders, the “Representative Expenses”). Such Representative Expenses such losses, liabilities or expenses may be recovered first, by the Representative from the Expense Fund, second, from any distribution of the Holdback Amount Escrow Cash otherwise distributable to the Company Members Effective Time Holders (and not distributed or distributable to any Acquiror Indemnified Person or subject to a pending indemnification claim of any Acquiror Indemnified Person) following the one year anniversary of the Effective Time pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and third, directly such recovery will be made from the Company Members. The Company Members acknowledge that the Representative shall not be required Effective Time Holders according to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionstheir respective Pro Rata Shares. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption execution and delivery of this Agreement------------------------------ agreement, executing including counterparts hereof, Holder hereby irrevocably constitutes and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative appoints Xxxx X. XxXxxxx as the representative of the Company Members true and as the lawful agent and attorney-in-fact (the "Representative") of Holder with full powers of substitution to act in the name, place and exclusive agent for and on behalf stead of each Company Member Holder with respect to Claims under the matters contained in this Article 10 agreement, as the same may be from time to time amended, and the taking by to do or refrain from doing all such further acts and things, and to execute all such documents, as the Representative shall deem necessary or appropriate in connection with any of any and all actions and the making of any decisions required or permitted to be taken by the Representative transactions contemplated under this Agreement, including the exercise of the power to: power: (ia) give to execute and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebydeliver all ancillary agreements, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation ofcertificates, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of documents which the transactions or other matters contemplated hereby and (iv) take all actions Representative deems necessary or appropriate in connection with the judgment consummation of the Representative for transactions contemplated by the accomplishment terms and provisions of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation this Agreement; (b) to act for Holder with respect to all matters referred to in this agreement, including the right to settle, compromise, litigate or arbitrate any claim on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations Holder arising under this agreement or out of the Representative transactions provided for herein; (c) to terminate, amend, or waive any provision of this agreement; provided that any such action, shall be taken in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member same manner with respect to all Breckenridge Holders, unless otherwise agreed by each Breckenridge Holder who is subject to any disparate treatment of a potentially adverse nature; (d) to employ and obtain the dispositionadvice of legal counsel, settlement accountants and other professional advisors as the Representative, in his sole discretion, deems necessary or other handling advisable in the performance of all Claims under this Article 10 its duties as Representative and all rights or obligations arising under this Article 10. The Company Members to rely on their advice and their respective successorscounsel; (e) to incur expenses, heirsincluding fees of attorneys and accountants, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under consummation of the transactions contemplated by this Agreementagreement, and Parent any other fees and expenses allocable or in any way relating to such transactions; (f) to do or refrain from doing any further act or deed on behalf of Holder which the other Parent Indemnified Parties Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this agreement as fully and completely as Holder could do if personally present and acting. The appointment of the Representative shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are deemed coupled with an interest and are shall be irrevocable; (2) may be delegated by the Representative; , and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent person may conclusively and absolutely rely, without independent verification or investigationinquiry, upon any action of the Representative as being the binding decision or action act of the Company Members, and Parent shall not be liable Holder in all matters referred to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither Holder hereby ratifies and confirms all that the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, shall do or cause to be done by virtue of his appointment as Representative of Holder. The Representative shall act for Holder on all of the “Representative Group”) shall be liable to any Company Member matters set forth in this agreement in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless manner the Representative Group from believes to be in the best interest of Holder and against any lossconsistent with his obligations under this agreement, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that but the Representative shall not be required responsible to expend Holder for any loss or risk its own funds or otherwise incur any financial liability in damage Holder may suffer by reason of the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative of his duties under this agreement, other than loss or damage arising from willful violation of law or gross negligence in performing such actions. (c) Parent shall hold back from the First Cash Payment payable performance of his duties under this agreement. Holder hereby expressly acknowledges and agrees that the Representative is authorized to act on behalf of Holder notwithstanding any dispute or disagreement among the Breckenridge Holders, and that the Company Members pursuant shall be entitled to Section 2.3(c)(ii)(A) $200,000.00 (rely on any and all action taken by the “Expense Fund Amount”) and shall wire Representative under this agreement without liability to, or obligation to inquire of, any of the Expense Fund Amount Breckenridge Holders. The Company is hereby expressly authorized to rely on the genuineness of the signature of the Representative. The Expense Fund Amount shall be held Upon receipt of any writing which reasonably appears to have been signed by the Representative in a segregated account and shall be used (i) for Representative, the purposes Company may act upon the same without any further duty of paying directly or reimbursing inquiry as to the genuineness of the writing. If the Representative resigns or ceases to function in his capacity as such for any Representative Expenses incurred pursuant to this Agreement reason whatsoever, then a majority in number of the Breckenridge Holders shall appoint a successor; provided, however, that if for any reason no successor has been appointed within thirty (the “Expense Fund”). The Representative is not providing any investment supervision30) days, recommendations or advice and then Holder shall have no responsibility the right to petition a court of competent jurisdiction for appointment of a successor. Holder agrees to indemnify and hold the Representative harmless from and against any and all liability, loss, cost, damage or liability for any loss of principal of the Expense Fund other than expense (including without limitation attorneys' fees) reasonably incurred or suffered as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of its duties under this Agreement Agreement, except for willful violation of law or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is boundgross negligence.

Appointment of Representative. 1. Each Shareholder hereby irrevocably constitutes and appoints Xxx Xxxxxxxx (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed together with any successor appointed pursuant to have approved the designation of and hereby designates the Representative SUBSECTION 5 below being hereinafter referred to as the representative "Representative") with full power of the Company Members substitution as such Shareholder's true and as the lawful agent and attorney-in-fact with full power and exclusive agent for authority in such Shareholder's name, place and on behalf of each Company Member stead to (i) negotiate, determine and settle all matters arising hereunder or in connection with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of document related hereto, including without limitation any decisions action required or permitted to be taken by the Shareholders or any of them under, or the resolution of any dispute or other matter arising under the Option Agreement and (ii) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices all certificates, documents and other instruments (including, without limitation, this Agreement and any amendments thereto) that the Representative deems appropriate or necessary under the terms of this AgreementAgreement or the laws of any state or jurisdiction, including and all certificates, documents and other instruments which the Representative deems appropriate or necessary in the exercise of the power to: its authority under (i) give and receive notices and communications (on behalf of itself or above. In dealing with any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated herebyShareholder hereunder, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties WRI shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled deal exclusively with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on may be considered to be the action of each Shareholder with respect to which such reliance action was taken. All action taken by the Representative shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign binding on behalf all of the applicable Company Member Shareholders, and no Shareholder shall have the right to object to, dissent from, protest or other partyotherwise contest the same. Parent may conclusively rely, without independent verification or investigation, WRI shall be permitted to rely upon any action of written instrument or documents executed by the Representative as being the valid and binding decision or action upon all of the Company Members, Shareholders. 2. The foregoing power of attorney is hereby declared to be irrevocable and Parent a power coupled with an interest and it shall survive and not be liable affected by the subsequent death, incompetency, disability, incapacity, dissolution or bankruptcy of such Shareholder and shall extend to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representativesuch Shareholder's heirs, transferees, successors, assigns and personal representatives. 3. The Person serving as the Representative may resign at any time consult with legal counsel, independent accountants and may be replaced from time to time other experts selected by the holders of a majority in interest of the Merger Consideration payable it with respect to the Company Members. No bond shall be required determination of any matters or the Representative. The immunities taking of any action referred to herein and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice be fully justified and protected in taking or omitting to take any action in good faith and in reliance on, and in accordance with, the opinion or from each advice of such persons. Each of the Company Members. (b) In performing the functions specified in this AgreementShareholders agrees to bear such Shareholder's proportionate share of any compensation and expenses of such counsel, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence accountants or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost experts or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any other out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back carrying out its duties as herein provided, and upon receipt from time to time of notices from the First Cash Payment payable Representative as to any amounts to be so paid by such Shareholder to make payment thereof, or reimburse the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to Representative therefor, promptly as directed by the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal Each of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign Shareholders agrees to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by indemnify the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.hold it

Appointment of Representative. Each Other Investor that held shares of capital stock of GLDD (aeach, a “GLDD Investor”) By voting in favor of hereby acknowledges and agrees to the adoption of this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative appointment of the Company Members Representative (and its successors designated in accordance with the Merger Agreement) as the such GLDD Investor’s representative and attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the such GLDD Investor (whether in its capacity as a holder of Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative Capital Stock or otherwise) in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection accordance with the Representative’s duties under this Merger Agreement, and Parent further acknowledges and agrees to all of the terms of the Merger Agreement. Without limiting the generality of the foregoing, the Company Representative, in such capacity, shall have such powers and authority as are necessary or appropriate to carry out the functions assigned to it under the Merger Agreement and any other document delivered in connection therewith. The Company, the Buyer, and the other Parent Indemnified Parties Escrow Agent shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated actions taken by the Representative; and (3) shall survive Company Representative without independent inquiry into the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each capacity of the Company Members Representative so to act. All actions, notices, communications and determinations by the Company Representative to carry out such functions shall conclusively be deemed to have been authorized by, and shall be binding on upon, such GLDD Investor. Furthermore, as provided in the Merger Agreement, neither the Company Representative nor any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contestof its officers, negate directors, employees, agents or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and representatives shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it liability to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively GLDD Investor with respect to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being to be taken by them the Company Representative in such capacity (or by Parent any of its officers, directors, employees, agents or representatives in accordance connection therewith), except with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable respect to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct, and the Company Representative (for itself and its officers, directors, employees, agents and representatives) shall be entitled to full reimbursement for all reasonable expenses, disbursements and advances (including fees and disbursements of its counsel, experts and other agents and consultants) incurred by the Company Representative in such capacity (or any of its officers, directors, employees, agents or representatives in connection therewith), and to full indemnification against any loss, liability or expenses arising out of actions taken or omitted to be taken in its capacity as the Company Representative (except for those arising out of the Company Representative’s gross negligence or willful misconduct), including the costs and expenses of investigation and defense of claims, by the holders of Company Capital Stock. The GLDD Investor hereby reaffirms, approves, accepts and adopts, and hereby agrees to comply with and perform, all of the acknowledgements and agreements made by the Company Representative is not acting as a withholding agent or on behalf of the holders of Company Capital Stock in any similar capacity the Merger Agreement and the other documents delivered in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)therewith. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of to adopt this Agreement and approve the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and receiving accepting the benefits thereof, each Company Member Shareholder shall be deemed to have approved the designation of and hereby designates the Shareholder Representative as the representative of the Company Members Shareholders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Shareholder with respect to Claims claims for indemnification under this Article 10 VII and the taking by the Shareholder Representative of any and all actions and the making of any decisions required or permitted to be taken by the Shareholder Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 VII (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand arbitration or litigation of, and comply with orders of arbitrators or courts with respect to to, (Ai) Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 VII or (Bii) any dispute between any Parent Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Shareholder Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Shareholder Representative shall have authority and power to act on behalf of each Company Member Shareholder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 VII and all rights or obligations arising under this Article 10VII. The Company Members and their respective successors, heirs, estates and assigns Shareholders shall be bound by all actions taken and documents executed by the Shareholder Representative in connection with the Representative’s duties under this AgreementArticle VII, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Shareholder Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Shareholder Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Amount then on deposit with the Escrow Agent upon not less than 10 Business Days prior written notice to the Company MembersParent. No bond shall be required of the Shareholder Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative , and the Closing and/or any termination of this AgreementShareholder Representative shall receive no compensation for its services. Notices or communications to or from the Shareholder Representative shall constitute notice to or from each of the Company MembersShareholders. (b) In performing the functions specified in this Agreement, neither the Shareholder Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Shareholder in the absence of gross negligence or willful breach misconduct on the part of the Shareholder Representative. Each Company Member Shareholder shall severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementProportionate Interest), and not jointly, indemnify, defend indemnify and hold harmless the Shareholder Representative Group from and against any loss, liability, claim, damage, fee, cost liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Shareholder Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Shareholder Representative. If not paid directly to the Shareholder Representative (togetherby the Company Shareholders, the “Representative Expenses”). Such Representative Expenses such losses, liabilities or expenses may be recovered first, by the Shareholder Representative from the Expense Fund, second, from any distribution of the Holdback Escrow Amount otherwise distributable to the Company Members Shareholders (and not distributed or distributable to any Parent Indemnified Person or subject to a pending indemnification claim of any Parent Indemnified Person) following the Escrow Termination Date pursuant to the terms hereof and of the Escrow Agreement, at the time of distribution, and third, directly such recovery will be made from the Company Members. The Company Members acknowledge that the Representative shall not be required Shareholders according to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionstheir respective Proportionate Interests. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of The Securityholders’ Representative is hereby appointed, authorized and empowered to be the adoption of this Agreementexclusive proxy, executing representative, agent and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact of each of the ViroChem Employees and exclusive agent for ESOP Holders, with full power of substitution, to make all decisions and determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each Company Member with respect the ViroChem Employees and ESOP Holders at any time, in connection with, and that may be necessary or appropriate to Claims under accomplish the intent and implement the provisions of, this Article 10 Agreement and the taking by Holdback Escrow Agreement, and to facilitate the Representative consummation of any the transactions contemplated hereby and all actions thereby, and in connection with the making of any decisions required or permitted activities to be taken performed by the Representative or on behalf of such ViroChem Employees and ESOP Holders under this Agreement, including and each other agreement, document, instrument or certificate referred to herein or therein (including, without limitation, in connection with any and all claims for remedies brought pursuant to this Agreement). By executing this Agreement, the exercise Securityholders’ Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Securityholders’ Representative shall have the power toto take any of the following actions on behalf of such ViroChem Employees and ESOP Holders: (i) to give and receive notices notices, communications and communications consents under this Agreement; (ii) to receive and distribute payments pursuant to this Agreement and the Holdback Escrow Agreement; (iii) to waive any provision of this Agreement and the Holdback Escrow Agreement; (iv) to assert any claim or institute any action; (v) to investigate, defend, contest or litigate any action initiated by any Person against the Securityholders’ Representative; (vi) to receive process on behalf of itself any or all such ViroChem Employees and ESOP Holders in any other Company Membersuch action; (vii) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members Agreement and their respective successorsthe Holdback Escrow Agreement; (viii) to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement and the Holdback Escrow Agreement; and (ix) to make, heirsexecute, estates acknowledge and assigns shall be bound by deliver all actions taken such other agreements, guarantees, orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and documents executed by other writings, and, in general, to do any and all things and to take any and all action that the Representative Securityholders’ Representative, in its sole and absolute discretion, may consider necessary or proper or convenient in connection with or to carry out the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted activities described in this Section 10.14(a) 7.09 and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption execution and delivery of this Agreement, executing each Equityholder hereby irrevocably constitutes and delivering a Joinder Agreement appoints as his, her or participating in the Merger its true and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of lawful agents and hereby designates the Representative as the representative of the Company Members and as the attorneyattorneys-in-fact the Representative, with full power of substitution to act in such Equityholder’s name, place and exclusive agent for stead with respect to all transactions contemplated by and all terms and provisions of this Agreement and the Ancillary Agreement, and to act on such Equityholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Ancillary Agreements, and to do or refrain from doing all such further acts and things, and execute all such documents as such Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including the power: (i) to waive any condition to the obligations of such Equityholder to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Company Member such Equityholder which the Representative deems necessary or appropriate in connection with respect to Claims under the consummation of the transactions contemplated by this Article 10 Agreement and the taking by Ancillary Agreements; (iii) to receive on behalf of, and to distribute, all amounts payable to such Equityholder under the Representative terms of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: ; (iiv) give and receive notices and communications (on behalf of itself to execute any amendment or any other Company Member) relating modification to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act Ancillary Agreements on behalf of the Company Members, except as expressly provided herein, Equityholders; (v) to pay fees and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative expenses in connection with the Representative’s duties under and responsibilities hereunder; and (vi) to do or refrain from doing any further act or deed on behalf of such Equityholder which the Representative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement or any Ancillary Agreement, as fully and Parent and completely as such Equityholder could do if personally present. (b) The appointment of the other Parent Indemnified Parties Representative shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are deemed coupled with an interest and are shall be irrevocable; (2) may be delegated by the Representative; , and (3) shall survive the deathParent and Purchaser, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members their Affiliates and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding other Person may conclusively and absolutely rely, without inquiry, upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contestdecision, negate act, consent or disaffirm the action instruction of the Representative taken on behalf of the Equityholders in good faith under this Agreement all matters referred to herein. Parent is 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 Representative. All notices delivered by Parent or Purchaser (following the Closing) to the Representative Engagement Agreement(whether pursuant hereto or otherwise) for the benefit of the Equityholders shall constitute notice to the Equityholders. The Representative shall only have act for the duties expressly stated Equityholders on all of the matters set forth in this Agreement and shall have no other duty, express or implied. The in the manner the Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it believes to be genuinein the best interest of the Equityholders and consistent with their obligations under this Agreement, and (z) information, reports, statements and opinions prepared but the Representative shall not be responsible to the Equityholders for any loss or presented damages it or they may suffer by such professionals engaged by reason of the Representative, and any action taken performance by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member his or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of her duties under this Agreement. Notices , other than loss or communications to or damage arising from the Representative shall constitute notice to or from each willful violation of the Company Membersany Law. (bc) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable Each Equityholder agrees to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost damage or expense (including costs arising from the performance of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine his or amount paid in settlement incurred without gross negligence or willful breach on the part of her duties as the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and the cost of legal fees and other legal costs reasonably incurred counsel retained by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution on behalf of the Holdback Amount otherwise distributable to the Company Members at the time of distributionEquityholders, and third, directly but excluding any loss or damage arising from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance willful violation of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Law. (d) The Representative represents All actions, decisions and warrants to Parent and Merger Sub as instructions of the Agreement Date and as of Representative taken, made or given pursuant to the Closing Date as follows: (i) authority granted to the Representative has all requisite pursuant to this Section 2.4 shall be final, conclusive and binding upon each Equityholder, and no Equityholder shall have the right to object, dissent, protest or otherwise contest the same. (e) The provisions of this Section 2.4 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and authority surviving death or dissolutions, granted by the Equityholders to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid shall be binding upon the executors, heirs, legal representatives, successors and binding obligation assigns of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is boundeach such Equityholder.

Appointment of Representative. (a) By voting in favor of Each Securityholder hereby appoints Onex Corporation as the adoption of this AgreementSecurityholder Representative, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member which shall be deemed the sole representative of each such Securityholder to have approved the designation of and hereby designates the Representative act as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member the Securityholders regarding any matter under this Agreement or otherwise relating to the other agreements contemplated by this Agreement, including, without limitation, for the purposes of: (i) making decisions with respect to Claims under the determination of the Estimated Purchase Price and Final Adjusted Book Value; (ii) entering into any settlement or submitting any dispute relating to the Estimated Purchase Price and Final Adjusted Book Value; (iii) determining whether the conditions to Closing have been satisfied and supervising the Closing, including, without limitation, waiving any condition, as determined by the Securityholder Representative, in its sole discretion; (iv) taking any action that may be necessary or desirable, as determined by the Securityholder Representative, in its sole discretion, in connection with the termination of this Article 10 Agreement in accordance with the terms hereof, (v) taking any action that may be necessary or desirable, as determined by the Securityholder Representative, in its sole discretion, in connection with the closing of the transactions hereunder, including to determine the amount of the Reserve to be retained and the amount, timing and circumstances of any distribution from the Reserve; (vi) taking any and all actions that may be necessary or desirable, as determined by the Representative Securityholder Representative, in its sole discretion, in connection with any amendment to this Agreement in accordance with the terms hereof; (vii) accepting notices on behalf of Securityholders; (viii) delivering or causing to be delivered to Buyer at the Closing certificates representing the Shares to be acquired hereunder; (ix) executing and delivering, on behalf of the Securityholders, any and all notices, documents or certificates to be executed by the Securityholders, in connection with the transactions contemplated by this Agreement; (x) making any payments or paying any expenses under or in connection with this Agreement; (xi) granting any consent or approval on behalf of the Securityholders or any of them; (xii) entering into any settlement, modifying any obligation, or instituting or defending any litigation relating to any claim for damages against the Securityholders or any of them, and (xiii) taking any and all actions and the making of doing any decisions required and all other things provided in, contemplated by or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating related to this Agreement or any of the transactions and other matters actions contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party hereby to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act performed on behalf of any Securityholder. As the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations representative of the Securityholders, the Securityholder Representative in any ancillary agreement, schedule, exhibit or shall act as the Company Disclosure Letter. The Representative agent for each Securityholder and shall have authority to bind each such Securityholder, and power to act the Buyer may rely on behalf such appointment and authority until the receipt of each Company Member with respect notice of the appointment of a successor upon two (2) Business Days’ prior written notice by the existing Securityholder Representative to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10Buyer. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision grant of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(aauthority provided for herein (i) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are is coupled with an interest and are irrevocable; (2) may shall be delegated by irrevocable and survive the Representative; death, incompetency, bankruptcy or liquidation of any Securityholder and (3ii) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up consummation of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption execution and delivery of this Agreement, executing each Shareholder hereby irrevocably constitutes and delivering a Joinder Agreement appoints as his, her or participating in the Merger its true and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of lawful agents and hereby designates the Representative as the representative of the Company Members and as the attorneyattorneys-in-fact the Representative, with full power of substitution to act in such Shareholder’s name, place and exclusive agent for stead with respect to all transactions contemplated by and all terms and provisions of this Agreement and the Ancillary Agreement, and to act on such Shareholder’s behalf in any dispute, litigation or arbitration involving this Agreement or the Ancillary Agreements, and to do or refrain from doing all such further acts and things, and execute all such documents as such Representative shall deem necessary or appropriate in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including the power: (i) to waive any condition to the obligations of such Shareholder to consummate the transactions contemplated by this Agreement and the Ancillary Agreements; (ii) to execute and deliver all ancillary agreements, certificates and documents, and to make representations and warranties therein, on behalf of each Company Member such Shareholder which the Representative deems necessary or appropriate in connection with respect to Claims under the consummation of the transactions contemplated by this Article 10 Agreement and the taking by Ancillary Agreements; (iii) to receive on behalf of, and to distribute, all amounts payable to such Shareholder under the Representative terms of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: ; (iiv) give and receive notices and communications (on behalf of itself to execute any amendment or any other Company Member) relating modification to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act Ancillary Agreements on behalf of the Company Members, except as expressly provided herein, Shareholders; (v) to pay fees and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative expenses in connection with the Representative’s duties under and responsibilities hereunder; and (vi) to do or refrain from doing any further act or deed on behalf of such Shareholder which the Representative deems necessary or appropriate in his or her sole discretion relating to the subject matter of this Agreement or any Ancillary Agreement, as fully and Parent and completely as such Shareholder could do if personally present. (b) The appointment of the other Parent Indemnified Parties Representative shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are deemed coupled with an interest and are shall be irrevocable; (2) may be delegated by the Representative; , and (3) shall survive the deathParent and Merger Sub, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members their Affiliates and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding other Person may conclusively and absolutely rely, without inquiry, upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contestdecision, negate act, consent or disaffirm the action instruction of the Representative taken on behalf of the Shareholders in good faith under this Agreement all matters referred to herein. Parent is 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 Representative. All notices delivered by Parent or Merger Sub (following the Closing) to the Representative Engagement Agreement(whether pursuant hereto or otherwise) for the benefit of the Shareholders shall constitute notice to the Shareholders. The Representative shall only have act for the duties expressly stated Shareholders on all of the matters set forth in this Agreement and shall have no other duty, express or implied. The in the manner the Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it believes to be genuinein the best interest of the Shareholders and consistent with their obligations under this Agreement, and (z) information, reports, statements and opinions prepared but the Representative shall not be responsible to the Shareholders for any loss or presented damages it or they may suffer by such professionals engaged by reason of the Representative, and any action taken performance by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member his or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of her duties under this Agreement. Notices , other than loss or communications to or damage arising from the Representative shall constitute notice to or from each willful violation of the Company Membersany Law. (bc) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable Each Shareholder agrees to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost damage or expense (including costs arising from the performance of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine his or amount paid in settlement incurred without gross negligence or willful breach on the part of her duties as the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and the cost of legal fees and other legal costs reasonably incurred counsel retained by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution on behalf of the Holdback Amount otherwise distributable to the Company Members at the time of distributionShareholders, and third, directly but excluding any loss or damage arising from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance willful violation of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Law. (d) The Representative represents All actions, decisions and warrants to Parent and Merger Sub as instructions of the Agreement Date and as of Representative taken, made or given pursuant to the Closing Date as follows: (i) authority granted to the Representative has all requisite pursuant to this Section 2.4 shall be final, conclusive and binding upon each Shareholder, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. (e) The provisions of this Section 2.4 are independent and severable, shall constitute an irrevocable power of attorney, coupled with an interest and authority surviving death or dissolutions, granted by the Shareholders to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid shall be binding upon the executors, heirs, legal representatives, successors and binding obligation assigns of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is boundeach such Shareholder.

Appointment of Representative. (a) By voting in favor Each of the adoption of this Agreement, executing Seller Shareholders irrevocably constitutes and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative appoints Major Seller Shareholder as the representative Seller Shareholder’s representative, and acknowledges that he shall act as each of the Company Members Seller Shareholder’s true and as the lawful attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect to Claims under this Article 10 agent, and the taking by each of the Representative of Seller Shareholders authorizes the Major Seller Shareholder acting for such Seller Shareholder and in such Seller Shareholder’s name, place and stead, in any and all actions capacities to do and the making of any decisions perform every act and thing required or permitted to be taken done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Seller Shareholder might or could do in person, including as follows: (i) to take any and all action on behalf of the Seller Shareholder from time to time as the representative of the Seller Shareholders may deem necessary or desirable to fulfill the interests and purposes of this Section 8.16 and to engage agents and representatives (including accountants and legal counsel) to assist in connection therewith; (ii) to take any and all action on behalf of the Seller Shareholders from time to time as he may deem necessary or desirable to make or enter into any waiver, amendment, agreement, certificate or other document contemplated hereunder; (iii) to deliver all notices required to be delivered by the Representative under Seller Shareholder; (iv) to receive all notices required to be delivered to the Seller Shareholder; (v) to act for the Seller Shareholder with regard to matters pertaining to indemnification referred to in this Agreement, including the exercise of the power to: (i) give and to receive notices and communications (on behalf of itself or any other Company Member) relating communications, to this Agreement or any authorize delivery to the Buyer Parties of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through funds from the forfeiture by the Company Members of all or any portion of the Holdback Escrow Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims claims by Parent or any other Parent Indemnified Party pursuant the Buyer Parties, to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with all orders of courts with respect to, such claims; and (vi) to (A) Claims execute the Escrow Agreement and make all decisions required or allowed to be made by Parent or any other Parent Indemnified Party him as the representative of the Seller Shareholders pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Membersprovisions thereof. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part Each of the Representative. Each Company Member shall severally (based on Seller Shareholders grants unto said attorney-in-fact and agent full power and authority to do and perform each such Company Member’s respective Pro Rata Share and in an amount not every act and thing necessary or desirable to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or be done in connection with the acceptance matters described above, as fully to effect all intents and purposes as the undersigned might or administration could do in person, hereby ratifying and confirming all that the Major Seller Shareholder may lawfully do or cause to be done by virtue hereof. Each of its duties hereunderthe Seller Shareholders further acknowledges and agrees that, including upon execution of this Agreement, with respect to any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred delivery by the Representative Major Seller Shareholder of any waiver, amendment, agreement, certificate or other documents executed by the Major Seller Shareholder pursuant to this Section 8.16, each of the Seller Shareholders shall be bound by such documents as fully as if such Seller Shareholder had executed and delivered such documents. The Major Seller Shareholders in his capacity as the representative of the Seller Shareholder shall be deemed to be an intended third party beneficiary of this Section 8.16. (togetherc) Each of the Seller Shareholders agrees that Buyer shall be entitled to unconditionally assume that any action taken or omitted, or any document executed by, the “Representative Expenses”). Such Representative Expenses may be recovered firstMajor Seller Shareholder, from purporting to act as the Expense Fund, second, from any distribution representative of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges Seller Shareholders under or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security Escrow Agreement or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held transactions contemplated by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby the Escrow Agreement has been unconditionally authorized by the Representative nor the consummation Seller Shareholders to be taken, omitted to be taken, or executed on their behalf so that they will be legally bound thereby, and each of the Merger will conflict withSeller Shareholders agrees not to institute any claim, or result in a terminationlawsuit, breach, impairment or violation of, the organizational arbitration or other governing documents proceeding against Buyer alleging that the Major Seller Shareholder did not have the authority to act as the representative on behalf of the RepresentativeSeller Shareholders in connection with any such action, omission or any applicable Law execution. No modification or Contract revocation of the power of attorney granted by the Seller Shareholders herein to which the Representative Major Seller Shareholder to serve as the representative shall be effective as against Buyer until Buyer has received a document signed by each of the Seller Shareholders effecting said modification or its assets revocation, and Buyer has agreed in writing to such modification or properties is boundrevocation.

Appointment of Representative. (a) By voting in favor of Subject to the adoption successorship provisions of this AgreementSection 10.4, executing and delivering a Joinder Agreement or participating in Xxxxxx (the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and "Representative") is hereby designates the Representative as the representative of the Company Members and irrevocably appointed as the attorney-in-fact and exclusive agent representative of the interests of the Shareholders for and on behalf all purposes of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating notice is hereby given thereof to this Agreement or any of the transactions and other matters contemplated herebyHCCH and, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnifiedwithout independent verification, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, HCCH may rely upon Representative's undertakings in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Lettercapacity. The Representative shall have full and irrevocable authority and power to act on behalf of each Company Member the Shareholders, and shall promptly and completely exercise such authority in a timely fashion to: (a) participate in, represent and bind the Shareholders in all respects with respect to any arbitration or legal proceeding relating to this Agreement, including, without limitation, the dispositiondefense and settlement of any matter, settlement and the calculation thereof for every purpose thereunder, consent to jurisdiction, enter into any settlement, and consent to entry of judgment, each with respect to any or all of the Shareholders; (b) receive, accept and give notices and other handling communications relating to this Agreement; (c) take any action that the Representative deems necessary or desirable in order to fully effectuate the transactions contemplated by this Agreement; (d) execute and deliver any instrument or document that the Representative deems necessary or desirable in the exercise of all Claims his authority under this Article 10 Section 10.4; and (e) waive the fulfillment of any condition or conditions to the Closing. Those Shareholders who, as of the Closing Date, hold a majority of the Companies Common Stock may, at any time and all rights by written action delivered to HCCH, remove the Representative or obligations arising under this Article 10. The Company Members and their respective successorsany successor thereto, heirs, estates and assigns but such removal shall be bound effective only upon the replacement of such Representative or successor by all actions taken a new Representative designated, by written notice delivered to HCCH, by those Shareholders who, as of the date hereof hold a majority of the Companies Common Stock, PROVIDED, however, that any such notice shall be effective upon actual receipt by HCCH. Any such written notice shall be delivered to HCCH in accordance with the notice provisions set forth in Section 12.3 hereof. If any Representative shall have died, become incapacitated or unable to serve, those Shareholders who, as of the date hereof, hold a majority of the Companies' Common Stock shall promptly designate by written notice delivered to HCCH, a replacement Representative. Any costs and documents executed expenses incurred by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled actions taken pursuant to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in permitted by this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may 10.4 will be delegated borne by the Representative; Shareholders and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy paid or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount reimbursed to the Representative. The Expense Fund Amount foregoing authorization is granted and conferred in consideration for the various agreements and covenants of HCCH contained herein. In consideration of the foregoing, and subject to the successorship provisions of this Section 10.4, this authorization granted to the Representative shall be held irrevocable and shall not be terminated by any act of any of the Shareholders or by operation of law, whether by death or incompetence of any Shareholder or by the occurrence of any other event except the termination of this Agreement pursuant to Section 8.1 hereof. If after the execution hereof any such Shareholder shall die or become incompetent, the Representative is nevertheless authorized and directed to exercise the authority granted in this Section 10.4 as if such death or incompetence had not occurred and regardless of notice thereof. The Representative shall have no liability to any Shareholder for any act or omission or obligation hereunder, provided that such action or omission is taken by the Representative in a segregated account good faith and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or without willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this AgreementEach Stockholder hereby appoints, executing authorizes and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates empowers the Representative as to be the representative of the Company Members exclusive proxy, representative, agent and as the attorney-in-fact of such Stockholder, with full power of substitution, to make all decisions and exclusive agent for determinations and to act and execute, deliver and receive all documents, instruments and consents on behalf of each Company Member and as agent for such Stockholder at any time in connection with, and that may be necessary or appropriate to accomplish the intent and implement the provisions of, this Agreement and the Registration Rights Agreement, and to facilitate the consummation of the transactions contemplated hereby and thereby, and in connection with respect the activities to Claims be performed by or on behalf of such Stockholder under this Article 10 Agreement and the taking by the Representative of any Registration Rights Agreement; and each Stockholder hereby ratifies and confirms all actions and within the making scope of any decisions required or permitted to be the foregoing appointment taken by the Representative under prior to the date of this Agreement. By executing this Agreement, including the exercise Representative accepts such appointment, authority and power. Without limiting the generality of the foregoing, the Representative shall have the power toto take any of the following actions on behalf of the Stockholder: to execute, deliver and perform the Registration Rights Agreement (iwith such modifications or changes therein as to which the Representative, in its sole discretion, shall have consented) and to agree to such amendments or modifications thereto as the Representative, in its sole discretion, may deem necessary or desirable; to give and receive notices notices, communications and communications (on behalf consents hereunder and under the Registration Rights Agreement; to waive or modify any provision of itself or any other Company Member) relating to this Agreement or the Registration Rights Agreement; to authorize delivery to any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed Person of cash or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party property pursuant to this Article 10 (including by not objecting Agreement; to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, resolve and comply with orders of courts and awards of arbitrators or other third-party intermediaries with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations disputes arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Registration Rights Agreement. The Representative shall only have the duties expressly stated in , and with respect to indemnification claims, to agree to any offsets or other additions or subtractions of amounts to be paid under this Agreement Agreement; and shall have no to make, execute, acknowledge and deliver all such other dutyagreements, express or implied. The Representative may engage attorneysguarantees, accountants orders, receipts, endorsements, notices, requests, instructions, certificates, stock powers, letters and other professionals writings, and, in general, to do any and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) all things and to take any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by all action that the Representative, in its sole and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has absolute discretion, may consider necessary or proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred convenient in connection with seeking recovery from insurers), judgment, fine or amount paid to carry out the activities described in settlement incurred without gross negligence or willful breach on the part of the Representative this Section 10.1 and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security hereby or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionsRegistration Rights Agreement. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Agreement Merger or participating in the Merger and conversion of Company Common Stock or, as the case may be, by receiving shares of Acquiror Common Stock pursuant to Section 6.9 hereof in exchange for outstanding claims pursuant to the benefits thereofAssumed Bonus Payments, each Company Member shall be deemed to have approved Effective Time Holder approves the designation of and hereby designates the Representative as the representative of the Company Members Effective Time Holders and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Effective Time Holder with respect to Claims claims for indemnification under this Article 10 ARTICLE 12 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Acquiror (on behalf of itself or of any other Company MemberAcquiror Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize Parent and any other applicable Parent Indemnified Party the release or delivery to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion Acquiror of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Shares in satisfaction of Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 ARTICLE 12 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent Acquiror or any other Parent Acquiror Indemnified Party Person pursuant to this Article 10 ARTICLE 12 or (Bii) any dispute between any Parent Acquiror Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement; and (ivd) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act Any claim for indemnification under Section 12.2(b) by an Effective Time Holder must be made on behalf of such Effective Time Holder by the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterRepresentative. The Representative shall have authority and power to act on behalf of each Company Member Effective Time Holder with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 ARTICLE 12 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.ARTICLE

Appointment of Representative. (a) By voting in favor Seller, each of the adoption of this Agreement, executing Stockholders and delivering a Joinder Agreement or participating in the Merger and receiving Beneficiary hereby appoints Richard Maheu (the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as "REPRESENTATIVE") the attorney-in-fact of Sellex, xxxx Xxxxxholder and exclusive agent the Beneficiary, with full power and authority, including power of substitution, acting in the name of and for and on behalf of Seller, each Company Member Stockholder and the Beneficiary (i) to amend or waive any provision of this Agreement, (ii) to terminate this Agreement pursuant to the provisions hereof, (iii) to do all other things and to take all other action under or related to this Agreement that the Representative may consider necessary or proper to effectuate the transactions contemplated hereby, (iv) to resolve any dispute with Buyer over any aspect of this Agreement and (v) on behalf of Seller, any Stockholder and the Beneficiary to enter into any agreement to effectuate any of the foregoing which shall have the effect of binding Seller, each Stockholder and the Beneficiary as if Seller, each Stockholder and the Beneficiary had personally entered into such an agreement. The Representative shall have the exclusive right, power and authority, on behalf of Seller, the Stockholders and the Beneficiary, to pursue, defend, and settle any matters set forth in this Agreement and to do all things and to take all other actions Representative may consider necessary or proper to resolve any indemnification claims after the Closing. This appointment and power of attorney shall be deemed as coupled with an interest and all authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death or incapacity or liquidation or dissolution of Seller, each Stockholder and the Beneficiary's or the occurrence of any other event or events and the Representative may not terminate this power of attorney with respect to Claims under this Article 10 and any of Seller's, any of the taking by Stockholders' or the Beneficiary's or such Seller's, Stockholder's or the Beneficiary's successors or assigns without the consent of Buyer. Upon the death, disability or resignation of the Representative, his successor shall be Walter F. Senney, Jr. Any notice given to the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself pursuxxx xx xxxx Xxxxxxxxx or any other Company Member) relating agreements contemplated hereby shall constitute effective notice to Seller, the Stockholders and the Beneficiary, and any other party to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to person may rely on any action notice, consent, election or decision of other communication received from the Representative. The Company Members recognize and intend that Representative as if such notice, consent, election or other communication had been received from Seller, the power of attorney granted in this Section 10.14(a) Stockholders and the powersBeneficiary. Seller, immunities the Stockholders and rights the Beneficiary agree to indemnification granted to hold the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives harmless from any and all defenses loss, damage or liability and expenses (including legal fees) which such Representative may be available to contest, negate or disaffirm the sustain as a result of any action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor Each of the adoption of Holders hereby appoints A. ----------------------------- Xxxxxxx Lang, Xxxxxx Xxxxxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxxxxxx as such Holder's exclusive agents to act on such Holder's behalf with respect to any and all Indemnity Claims arising under this Agreement. In such representative capacity, executing and delivering a Joinder such persons or any person who shall succeed in such representative capacity pursuant to the terms of the Escrow Agreement or participating referred to in the Merger and receiving the benefits thereofSection 2.7 hereof, each Company Member shall be deemed are sometimes referred to have approved the designation of and hereby designates the Representative in this Agreement as the representative of "Representatives." The Representatives shall take, and the Company Members Holders agree that the Representatives shall take, any and as the attorney-in-fact and exclusive agent all actions which they believe are necessary or appropriate under this Agreement for and on behalf of each Company Member the Holders, as fully as if the Holders were acting on their own behalf, including, without limitation, defending all Indemnity Claims, consenting to, compromising or settling all Indemnity Claims, conducting negotiations with the Parent and its representatives regarding such claims, dealing with the Parent and the Escrow Agent under the Escrow Agreement referred to in Section 2.7 hereof with respect to Claims all matters arising under this Article 10 and the such Escrow Agreement, taking by the Representative of any and all other actions specified in or contemplated by this Agreement and engaging counsel, accountants or other representatives in connection with the making foregoing matters. Any action or determination to be made by the Representatives shall require the consent of any decisions required a majority of the Representatives. The Parent and such Escrow Agent shall have the right to rely upon all actions taken or permitted omitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or Representatives pursuant to this Agreement and the Escrow Agreement, all of which actions or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount omissions shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal legally binding upon each of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company)Holders. (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor Each Subsidiary hereby irrevocably makes, constitutes and appoints the Company as its agent (the "Representative") and authorizes and empowers it to fulfill the role of Representative hereunder. In the event of the adoption resignation of the Representative, the resigning Representative shall appoint a successor either from among the Subsidiaries or another person or entity who shall otherwise be acceptable to Buyer and who shall agree in writing to accept such appointment, and the resigning Representative's resignation shall not be effective until such a successor shall have been appointed. The decisions and actions of any successor Representative shall be, for all purposes, those of the Representative as if originally named herein. (b) Each Subsidiary hereby irrevocably makes, constitutes and appoints the Representative as such Person's true and lawful attorney in fact and agent, for such Person and in such Subsidiary's name, (i) to receive all notices and communications directed to such Subsidiary under this Agreement and any agreement or instrument executed or delivered in 40 connection with this Agreement, executing including, but not limited to, the Note, and delivering a Joinder Agreement to take any action (or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member determine to take no action) with respect to Claims under this Article 10 and thereto as it may deem appropriate as effectively as such Subsidiary could act for itself, including without limitation, the taking by the Representative settlement or compromise of any dispute or controversy, and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions and other matters contemplated hereby, (ii) authorize Parent to execute and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members deliver all instruments and documents of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject every kind incident to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant foregoing to this Article 10 (including by not objecting to all intents and purposes and with the same effect as such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation ofSubsidiary could do, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party each such Subsidiary hereby ratifies and any such Company Memberconfirms as its own act, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, that the Representative shall have no obligation do or cause to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect be done pursuant to the disposition, settlement or other handling of all Claims under this Article 10 provisions hereof. All notices and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted communications directed to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative Subsidiaries under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available given to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable Each Subsidiary irrevocably consents to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held service of any process, pleading, notices or other papers by the Representative in a segregated account and shall be used (i) for the purposes mailing of paying directly copies thereof by registered, certified or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervisionfirst class mail, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fundpostage prepaid, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any at such interestPerson's address set forth herein. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

Appointment of Representative. (a) By voting in favor of Subject to the adoption successorship provisions of this AgreementSection 13.1, executing and delivering a Joinder Agreement or participating in the Merger and receiving the benefits thereof, each Company Member shall be deemed to have approved the designation of and Schaxxx (xxe "Representative") is hereby designates the Representative as the representative of the Company Members and irrevocably appointed as the attorney-in-fact and exclusive agent representative of the interests of the Shareholders for and on behalf all purposes of each Company Member with respect to Claims under this Article 10 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, including the exercise of the power to: (i) give and receive notices notice is hereby given thereof to HCC and communications (on behalf of itself or any other Company Member) relating to this Agreement or any of the transactions Merger Sub, and, without independent verification, HCC and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Merger Sub may rely upon Representative's undertakings in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Lettercapacity. The Representative shall have full and irrevocable authority and power to act on behalf of each Company Member the Shareholders, and shall promptly and completely exercise such authority in a timely fashion to: (a) participate in, represent and bind the Shareholders in all respects with respect to any arbitration or legal proceeding relating to this Agreement, including, without limitation, the dispositiondefense and settlement of any matter, settlement and the calculation thereof for every purpose thereunder, consent to jurisdiction, enter into any settlement, and consent to entry of judgment, each with respect to any or all of the Shareholders; (b) receive, accept and give notices and other handling communications relating to this Agreement; (c) take any action that the Representative deems necessary or desirable in order to fully effectuate the transactions contemplated by this Agreement; (d) execute and deliver any instrument or document that the Representative deems necessary or desirable in the exercise of all Claims his authority under this Article 10 Section 13.1; and (e) waive the fulfillment of any condition or conditions to the Closing. Those Shareholders who, as of the Effective Date, hold a majority of the SCC Common Stock may, at any time and all rights by written action delivered to HCC, remove the Representative or obligations arising under this Article 10. The Company Members and their respective successorsany successor thereto, heirs, estates and assigns but such removal shall be bound effective only upon the replacement of such Representative or successor by all actions taken a new Representative designated, by written notice delivered to HCC, by those Shareholders who, as of the date hereof hold a majority of SCC Common Stock, provided, however, that any such notice shall be effective upon actual receipt by HCC. Any such written notice shall be delivered to HCC in accordance with the notice provisions set forth in Section 13.4 hereof. If any Representative shall have died, become Disabled or unable to serve, those Shareholders who, as of the date hereof, hold a majority of SCC Common Stock shall promptly designate by written notice delivered to HCC, a replacement Representative. Any costs and documents executed expenses incurred by the Representative in connection with the Representative’s duties under this Agreement, and Parent and the other Parent Indemnified Parties shall be entitled actions taken pursuant to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in permitted by this Section 10.14(a) 13.1 will be borne by the Shareholders and the powers, immunities and rights to indemnification granted paid or reimbursed to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement AgreementPro Rata. The Representative shall only have the duties expressly stated foregoing authorization is granted and conferred in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representative, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) consideration for the purposes various agreements and covenants of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent HCC and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.contained herein. In

Appointment of Representative. (a) By voting in favor In order to efficiently administer the transactions contemplated hereby, including the defense and/or settlement of any claims for which the adoption of Sellers may be required to indemnify the Buyer Indemnified Parties pursuant to this Agreement, executing and delivering a Joinder Agreement or participating in the Merger and receiving Sellers hereby agree to the benefits thereofappointment of Xxxxxxx X. Xxxxxxx, each Company Member shall be deemed to have approved the designation of and hereby designates the Representative Esq., NEC USA's Senior Vice President & General Counsel, as the representative of Sellers' Representative (the Company Members and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member with respect "Sellers' Representative"). The Sellers' Representative is hereby authorized to Claims under this Article 10 and the taking by the Representative of take any and all actions and the making of any decisions required or permitted action as is contemplated to be taken by the Representative under Sellers by the terms of this Agreement, including provided that, the exercise Sellers' Representative shall not consent to the entry of any judgment or enter into any settlement which affects or binds any of the power to: Sellers without the prior written consent of such Seller (iwhich consent shall not be unreasonably withheld). All decisions and actions by the Sellers' Representative shall be binding upon all of the Sellers and no Seller shall have the right to object, dissent, protest or otherwise contest the same. By their execution of this Agreement, the Sellers agree that: (a) give the Buyer shall be able to rely exclusively on the instructions and receive notices and communications (on behalf decisions of itself the Sellers' Representative as to the settlement of claims for indemnification by the Buyer pursuant to this Agreement, or any other Company Member) relating to this Agreement actions taken by the Sellers' Representative hereunder, and no party hereunder shall have any cause of action against the Buyer in reliance upon the instructions or any decisions of the transactions Sellers' Representative; (b) all actions, decisions and other matters contemplated hereby, (ii) authorize Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any portion instructions of the Holdback Amount Sellers' Representative shall be final, conclusive and binding upon the Sellers; (including, for c) the avoidance provisions of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements Section 11.15 are irrevocable and compromises of, demand litigation ofcoupled with an interest, and comply with orders of courts with respect to (A) Claims by Parent or shall be enforceable notwithstanding any other Parent Indemnified Party pursuant to this Article 10 or (B) any dispute between any Parent Indemnified Party and any such Company Member, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns shall be bound by all actions taken and documents executed by the Representative remedies that any Seller may have in connection with the Representative’s duties under transactions contemplated by this Agreement, and Parent and ; 42 (d) the other Parent Indemnified Parties shall be entitled to rely on any action or decision provisions of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement 11.15 shall be binding upon such Company Member the executors, heirs, legal representatives, successors and such Company Member’s successors as if expressly confirmed assigns of each Seller, and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated references in this Agreement to a Seller shall mean and include the successors to the Sellers' rights hereunder, whether pursuant to testamentary disposition, the laws of descent and distribution or otherwise; and (e) in case of the resignation or the death or inability to act of Xxxxxxx X. Xxxxxxx, a successor shall have no other duty, express or impliedbe named by NEC USA. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the term "Sellers' Representative, and any action taken by the Representative based on such reliance " as used herein shall be deemed conclusively to have been taken in good faith; and include a successor representative. (2f) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the The Sellers' Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person the Sellers for any actions taken act done or omitted from being taken by them or by Parent to be done hereunder while acting in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time good faith and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable to the Company Members. No bond shall be required of the Representative. The immunities and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence exercise of gross negligence or willful breach on the part of the Representativereasonable judgment. Each Company Member shall Seller agrees to jointly and severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend indemnify and hold harmless the Sellers' Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement Damages incurred without gross negligence or willful breach misconduct on the part of the Sellers' Representative and arising out of or in connection with the acceptance or administration of its the Sellers' Representative's duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement, the Representative Engagement Agreement or any Company Ancillary Agreement to which such Indemnifying Party is a party in its capacity as an Indemnifying Party, including the exercise of the power to: (i) give and receive notices and communications to or from (on behalf of itself or any other Company MemberIndemnified Party) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Company Ancillary Agreement to which such Indemnifying Party is a party in its capacity as a Indemnifying Party, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Indemnifying Party is a party in its capacity as a Indemnifying Party expressly contemplates that any such notice or communication shall be given or received by such Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. The Representative shall have authority and power to act on behalf of each Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 9 and all rights or obligations arising under this Article 9. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company MembersIndemnifying Parties, except as expressly provided herein, in the Escrow Agreement and for purposes of clarity, there are no obligations of in the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure LetterEngagement Agreement. The Representative shall have authority and power to act on behalf of each Company Member with respect to the disposition, settlement or other handling of all Claims under this Article 10 and all rights or obligations arising under this Article 10. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.13(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto; and (4) shall survive the delivery of any assignment by any Indemnifying Party of the whole or any fraction of his, her or its interest in the Escrow Fund. Each Company Member Indemnifying Party (xaa) agrees that all actions taken by the Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (ybb) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement, the Representative Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied, and for the purposes of clarity there are no obligations of the Representative in any Company Ancillary Agreement, schedule, exhibit or the Company Disclosure Letter. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; . In addition, the Representative may rely on the Spreadsheet, on any signature believed by it to be genuine, and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member Indemnifying Party or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnifying Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time time, and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than 10 Business Days’ prior written notice to Parent and the Company Members. No bond shall be required of the RepresentativeEscrow Agent. The immunities and rights to indemnification shall survive the resignation or removal of the Representative or any member of the Advisory Group and the Closing and/or any termination of this Agreement. Notices or communications to or from the Representative shall constitute notice to or from each of the Company Members. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.Escrow

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing Agreement and delivering a Joinder Agreement the consummation of the Merger or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims claims for indemnification under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement and the Escrow Agreement, including the exercise of the power to: (ia) give and receive notices and communications to or from Parent (on behalf of itself or of any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement or any of the transactions and other matters contemplated hereby, hereby or thereby (iiexcept to the extent that this Agreement or the Escrow Agreement expressly contemplates that any such notice or communication shall be given or received by such holders individually); (b) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 (including by not objecting to such Claimsclaims), ; (iiic) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to to, (Ai) Claims indemnification claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 or (Bii) any dispute between any Parent Indemnified Party Person and any such Company Memberholder, in each case, case relating to this Agreement or the Escrow Agreement; (d) review and negotiate any of items related to the transactions or other matters post-Closing adjustments contemplated hereby by Section 2.8 hereof, including resolving any disputed items through negotiations with Parent; and (ive) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members recognize and intend that the power of attorney granted in this Section 10.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members and shall be binding on any successor thereto. Each Company Member (x) agrees that all actions taken by the Representative under this Agreement shall be binding upon such Company Member and such Company Member’s successors as if expressly confirmed and ratified in writing by such Company Member and (y) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. .The Representative may engage attorneys, accountants and other professionals and experts. .The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company Members, and Parent shall not be liable to any Company Member or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person individual serving as the Representative may resign at any time and may be replaced from time to time by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent upon not less than five Business Days prior written notice to the Company MembersParent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and shall receive no compensation for his services, but the Closing and/or any termination of this AgreementRepresentative will be reimbursed from the Representative Fund Amount for all Representative Expenses (as defined below). Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall not be liable to any Company Member Indemnifying Party in the absence of gross negligence or willful breach misconduct on the part of the Representative. Each Company Member Indemnifying Party shall severally (based on each such Company Memberholder’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this AgreementShare), and not jointly, indemnify, defend indemnify and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost Liability or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach misconduct on the part of the Representative and arising out of or in connection with the acceptance or administration of its his duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”); provided, however, that the Representative shall first seek recovery from the Representative Fund Amount. Such If the Representative Fund Amount is not sufficient to cover all such Representative Expenses, and if not paid directly to the Representative by the Company Indemnifying Parties, such Representative Expenses may be recovered first, by the Representative from the Expense Fund, second, from any distribution of the Holdback Amount Escrow Fund in an amount otherwise distributable to the Company Members Indemnifying Parties (and not distributed or distributable to any Parent Indemnified Person or subject to a pending indemnification claim of any Parent Indemnified Person) following the Expiration Date, at the time of distribution, so long as the Representative has delivered to the Escrow Agent prior to such time a certificate setting forth such Representative Expenses actually incurred, and third, directly such recovery will be made from the Company Members. The Company Members acknowledge that the Representative shall not be required Indemnifying Parties according to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actionstheir respective Pro Rata Shares. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.

Appointment of Representative. (a) By voting in favor of the adoption of this Agreement, executing and delivering a Joinder Support Agreement or an Option Surrender Agreement or participating in the Merger and receiving the benefits thereof, each Company Member Indemnifying Party shall be deemed to have approved the designation of and hereby designates the Representative as the representative of the Company Members Indemnifying Parties and as the attorney-in-fact and exclusive agent for and on behalf of each Company Member Indemnifying Party with respect to Claims under this Article 10 9 and the taking by the Representative of any and all actions and the making of any decisions required or permitted to be taken by the Representative under this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, including the exercise of the power to: (i) give and receive notices and communications to or from Parent (on behalf of itself or any other Company MemberParent Indemnified Person) and/or the Escrow Agent relating to this Agreement, the Escrow Agreement, any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party, or any of the transactions and other matters contemplated herebyhereby or thereby (except to the extent that this Agreement, the Escrow Agreement or any Company Ancillary Agreement to which such Company Indemnified Party is a party in its capacity as a Company Indemnifying Party expressly contemplates that any such notice or communication shall be given or received by such Company Indemnifying Party individually), (ii) authorize the release or delivery to Parent and any other applicable Parent Indemnified Party to be indemnified, reimbursed or compensated for Damages, including through the forfeiture by the Company Members of all or any a portion of the Holdback Amount (including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) or through direct recovery from Company Members, Escrow Fund in satisfaction of Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 (including by not objecting to such Claims), (iii) agree to, object to, negotiate, resolve, enter into settlements and compromises of, demand litigation of, and comply with orders of courts with respect to (A) Claims by Parent or any other Parent Indemnified Party Person pursuant to this Article 10 9 or (B) any dispute between any Parent Indemnified Party Person and any such Company MemberIndemnifying Party, in each case, relating to this Agreement or any of the transactions or other matters contemplated hereby Escrow Agreement, and (iv) take all actions necessary or appropriate in the judgment of the Representative for the accomplishment of the foregoing. Notwithstanding the foregoing, the Representative shall have no obligation to act on behalf of the Company Members, except as expressly provided herein, and for purposes of clarity, there are no obligations of the Representative in any ancillary agreement, schedule, exhibit or the Company Disclosure Letter. The Representative shall have authority and power to act on behalf of each Company Member Indemnifying Party with respect to the disposition, settlement or other handling of all Claims under this Article 10 9 and all rights or obligations arising under this Article 109. The Company Members and their respective successors, heirs, estates and assigns Indemnifying Parties shall be bound by all actions taken and documents executed by the Representative in connection with the Representative’s duties under this AgreementArticle 9, and Parent and the other Parent Indemnified Parties Persons shall be entitled to rely on any action or decision of the Representative. The Company Members Indemnifying Parties recognize and intend that the power of attorney granted in this Section 10.14(a9.14(a) and the powers, immunities and rights to indemnification granted to the Representative Group hereunder: (1) are coupled with an interest and are irrevocable; (2) may be delegated by the Representative; and (3) shall survive the death, incapacity, dissolution, liquidation, bankruptcy or winding up of each of the Company Members Indemnifying Parties and shall be binding on any successor thereto. Each Company Member Indemnifying Party (xaa) agrees that all actions taken by the Representative under this Agreement or the Escrow Agreement shall be binding upon such Company Member Indemnifying Party and such Company MemberIndemnifying Party’s successors as if expressly confirmed and ratified in writing by such Company Member Indemnifying Party and (ybb) waives any and all defenses which may be available to contest, negate or disaffirm the action of the Representative taken in good faith under this Agreement or the Representative Engagement Escrow Agreement. The Representative shall only have the duties expressly stated in this Agreement and shall have no other duty, express or implied. The Representative may engage attorneys, accountants and other professionals and experts. The Representative may in good faith (1) rely conclusively upon (x) the Spreadsheet, (y) any signature believed by it to be genuine, and (z) information, reports, statements and opinions prepared or presented by such professionals engaged by the Representativeprofessionals, and any action taken by the Representative based on such reliance shall be deemed conclusively to have been taken in good faith; and (2) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Company Member or other party. Parent may conclusively rely, without independent verification or investigation, upon any action of the Representative as being the binding decision or action of the Company MembersIndemnifying Parties, and Parent shall not be liable to any Company Member Indemnified Party or any other Person for any actions taken or omitted from being taken by them or by Parent in accordance with or reliance upon any decision or action of the Representative. The Person serving as the Representative may resign at any time upon providing 10 Business Days’ prior written notice to Parent and may the Escrow Agent. In the event of the Representative’s resignation or inability to serve (due to death or disability), a substitute Representative shall be replaced from time to time designated by the holders of a majority in interest of the Merger Consideration payable Escrow Fund then on deposit with the Escrow Agent, and such designation will be effective upon the provision of written notice to Parent and the Company MembersEscrow Agent. No bond shall be required of the Representative. The immunities , and rights to indemnification shall survive the resignation or removal of the Representative and the Closing and/or any termination of this Agreementshall receive no compensation for his, her or its services. Notices or communications to or from the Representative shall constitute notice to or from each of the Company MembersIndemnifying Parties. (b) In performing the functions specified in this Agreement, neither the Representative nor its members, managers, directors, officers, contractors, agents and employees (collectively, the “Representative Group”) shall be liable to any Company Member in the absence of gross negligence or willful breach on the part of the Representative. Each Company Member shall severally (based on each such Company Member’s respective Pro Rata Share and in an amount not to exceed such Company Member’s proceeds pursuant to this Agreement), and not jointly, indemnify, defend and hold harmless the Representative Group from and against any loss, liability, claim, damage, fee, cost or expense (including costs of skilled professionals and incurred in connection with seeking recovery from insurers), judgment, fine or amount paid in settlement incurred without gross negligence or willful breach on the part of the Representative and arising out of or in connection with the acceptance or administration of its duties hereunder, including any out-of-pocket costs and expenses and legal fees and other legal costs reasonably incurred by the Representative (together, the “Representative Expenses”). Such Representative Expenses may be recovered first, from the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Company Members at the time of distribution, and third, directly from the Company Members. The Company Members acknowledge that the Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the transactions contemplated hereby. Furthermore, the Representative shall not be required to take any action unless the Representative has been provided with funds, security or indemnities which, in his, her or its determination, are sufficient to protect the Representative against the costs, expenses and liabilities which may be incurred by the Representative in performing such actions. (c) Parent shall hold back from the First Cash Payment payable to the Company Members pursuant to Section 2.3(c)(ii)(A) $200,000.00 (the “Expense Fund Amount”) and shall wire the Expense Fund Amount to the Representative. The Expense Fund Amount shall be held by the Representative in a segregated account and shall be used (i) for the purposes of paying directly or reimbursing the Representative for any Representative Expenses incurred pursuant to this Agreement (the “Expense Fund”). The Representative is not providing any investment supervision, recommendations or advice and shall have no responsibility or liability for any loss of principal of the Expense Fund other than as a result of its gross negligence or willful misconduct. The Representative is not acting as a withholding agent or in any similar capacity in connection with the Expense Fund, and has no tax reporting or income distribution obligations. The Company Members will not receive any interest on the Expense Fund and assign to the Representative any such interest. The Representative may contribute funds to the Expense Fund from any consideration otherwise distributable to the Company Members. As soon as reasonably determined by the Representative that the Expense Fund is no longer required to be withheld, the Representative shall distribute the remaining Expense Fund (if any) to Parent or the exchange agent, if any, as applicable, for further distribution to the Company Members. For Tax purposes, Parent shall be deemed to have paid at Closing to each Company Member its, his or her share of the Expense Fund Amount and then each Company Member shall be deemed to have voluntarily contributed such amount to the Expense Fund held by the Representative (and, for the avoidance of doubt, the amount of the Expense Fund that is returned to the Company Members shall not again be subject to information reporting or Tax withholding by Parent or the Surviving Company). (d) The Representative represents and warrants to Parent and Merger Sub as of the Agreement Date and as of the Closing Date as follows: (i) the Representative has all requisite power and authority to execute and deliver this Agreement and any other applicable Contract, instrument or document contemplated hereby and to perform its obligations hereunder and thereunder, (ii) this Agreement and any other applicable Contract, instrument or document contemplated hereby has been duly executed and delivered by the Representative and constitutes a valid and binding obligation of the Representative, enforceable in accordance with its terms and (iii) neither the execution, delivery or performance of this Agreement or any other applicable Contract, instrument or document contemplated hereby by the Representative nor the consummation of the Merger will conflict with, or result in a termination, breach, impairment or violation of, the organizational or other governing documents of the Representative, or any applicable Law or Contract to which the Representative or its assets or properties is bound.